Kamen Rider RaiLeon
by MaesterDimentio
Summary: When the Emperor of All that he Sees begins his conquest again after a 500 year slumber, the time has come for a century long war to continue. When the Spirit of Lightning finds a host in the body of Lee Collins, a young man who has come overseas to live with his uncle, they forge a pact in order to fight against Lord Mithras and his army of Hell Beasts as Kamen Rider RaiLeon!
1. Chapter 1

**Kamen Rider RaiLeon**

**Episode 1: Roar! Beast of Lightning!**

Deep within the mountains of Japan, a lone temple remained hidden from the world, obscured from prying eyes. Despite its great age, it remained intact and had been kept in nigh pristine condition thanks to the work of the priests who made the area there home. Few people had ever seen the temple and for that, the priests were grateful, for hidden within the temple was a tunnel that led down into the ground. A large door, covered with seals and bound with a golden chain and lock, stood in the center of a large cavern. It was the sacred duty of the priests to maintain and protect the temple in the hopes that the door would never be found or worse…

That it could open.

Jin, one of the head priests of the temple, watched as dark clouds began to form over the horizon. He turned his head to look behind him, where the other priests had gathered, various weapons in their hands. He felt a twinge of sadness in his heart. They were peaceful. To hold weapons like they did now, like his own _naginata,_ felt wrong and unsettling. However, with that sadness, he felt his own sense of responsibility to the previous shrine-keepers who would have defended this temple with their lives should the time ever come. As he turned and looked back to the horizon, he knew the time had come.

The dark clouds, once gathered far on the horizon, now hung above the temple. Streaks of red lightning arced across the clouds and a thick fog began to settle on the ground, completely obscuring the priests' vision. From within the fog, terrifying shrieks and howls could be heard, made by creatures that one could hardly fathom. Slowly, the outline of a figure came into being, approaching them. As it drew near and finer details could be made out, Jin could not help but recoil slightly in fear.

The monster, for no human could look like this, held a massive _kanabo_ in its right hand. Dark red scales covered its body and it wore a black chestplate. The monster had a tail, which snaked along the ground in what seemed like anticipation, bony spikes jutting from the tip. As the monster saw Jin and the other priests, it narrowed its yellow eyes and the corners of its mouth curled up into what seemed like a smile, or a crude facsimile considering its snout.

"So…" it rasped. "So this is the Guardian Temple." It planted its _kanabo_ into the ground and leaned forwards onto it. "I expected more from the people who are protecting it."

Jin gritted his teeth and stepped forward, pointing his _naginata_ at the creature. "Demon, away with you! We shall not allow you to defile the sanctity of this place!" No sooner did the words leave his mouth than the screams of his fellow priests reach his ears. He turned to see a shocking sight. Bolts of red lightning struck the temple grounds, blasting the stone floor of the temple to pieces. His fellow priests tried to dive away and avoid it, but to no avail.

A cold laugh made him look up. Standing on top of the gate to the temple was a robed man, his face obscured by his hood. A long, violet ribbon hung from his left shoulder, various symbols woven into the fabric in gold. In his left hand he held a large black tome with a glowing violet eye on the front. "Did you expect to be able to protect this temple from us with such a meager force? My magic alone would have been enough to destroy all of you." He moved slightly to the side to avoid an arrow that had been fired by one of the priests, letting out a sigh of annoyance that was barely audible over the din of the thunder. "What a nuisance…" he said as he snapped his fingers. A bolt of red lightning dropped from the sky and struck the priest. There was a bright flash and then he was gone.

Jin turned around and rushed the scaled beast, his _naginata_ aimed at its heart. "Damn you, you monsters!" he screamed as he thrust it forward. The creature simply grabbed the shaft of the weapon and flicked its wrist, snapping off the head of the spear.

"Pathetic, even for a human…" it murmured as it swung its fist, connecting painfully with the side of Jin's head. Jin crumpled in a heap and lay still, a faint trickle of blood running down his face. "Now then, where's the shrine?" It hefted its _kanabo_ onto its shoulder as it looked up at its ally. "Show me where it is, Malrok!"

Malrok pointed to the large doors of the temple behind them. "In there, Zabon." As Zabon began to walk towards the doors of the temple, Malrok jumped down from his perch, landing in front of him. "Do not bother. Lord Mithras has already made his way into the sanctuary. Soon, we shall have what we have desired for so long." A sudden roar made him spin around. The doors of the temple shot open from some invisible force. Beneath his hood, Malrok smiled.

It had begun.

* * *

Lee shot up in his seat as the dream ended. He looked around to make sure of where he was: on the plane, safe from harm. As he looked around, he was grateful that no one was seated near him. He didn't want to cause any sort of incident. Checking his watch, he smiled as he saw the time and realized the plane would be landing soon. He slipped his hand into the pocket of his jacket and pulled out the letter his uncle had sent him. Even now, reading it gave him a slight chill of excitement. He was travelling overseas from America to Japan to live with his uncle, Daisuke Narukami. His mother had been Japanese and had come to America to live with his father, a diplomat for the United States. From the way he looked, however, you'd never really guess he was half-Japanese. He had light brown hair that fell across his dark brown eyes. All of his friends said that he had the kind of face that you always seem to recognize. Regardless, he was proud of his heritage and was excited to finally be going to his mother's home country. He had never met any relatives on his mother's side and when he had received the letter, he could hardly believe any of them knew about him.

He looked out the window of his plane, wanting to admire the scenery as they flew. He was slightly disappointed as a wall of black clouds obscured his vision.

"We're currently flying through a storm." A stewardess behind him told him. "I wouldn't worry about it, though. We'll be landing in a few minutes, so please prepare to disembark."

He nodded as he turned back to the window. If there was one thing that he loved, it was a storm. Ever since he was young, the sound of thunder and the bright flashes of lightning excited him. It was like a concert to him and no two were ever the same. He was turning away when something flashed past his window. He looked back to see if it was there before mentally chastising himself for being an idiot. However, one thought ran through his mind up until they landed.

_Was that a lion I saw?_

* * *

As Lee struggled to pull his luggage behind him, he jumped as a voice called out his name.

"Lee! Over here!" a large man called. His black hair was swept back and he had a goatee. As he approached Lee, he held his arms open wide. "Give your uncle a hug, boy!" he said in plain English. As Lee wrapped his one free arm around his uncle's neck, he took in a breath as his uncle seemed to try and squeeze the life from him.

"Nice to meet you, Narukami-ojisan." he struggled to say as his uncle continued the bear hug. He took a deep breath as his uncle let him go, thankful to be able to breathe, though his ribs still ached slightly.

"Now, now. Just because you are my nephew, don't call me 'Narukami-ojisan'. Call me Uncle Daisuke." Before Lee could say anything, Uncle Daisuke grabbed his suitcase and started carrying it towards a waiting taxi. "Come on! The meter is still running on this guy!"

* * *

The drive from the airport to the train station had been largely uneventful, though Daisuke had taken the time to point out some of the finer locations of Yakubo. As the two of them rode the train to where Daisuke's home was located, what had happened on the plane kept playing through Lee's head.

_It looked so much like a lion…_ Even though it had only been a quick glance, he had managed to make out enough detail to the point where he was sure that he had seen it. _But it makes no sense: how could a lion be in the air?_ He shook his head as he realized the train was coming to a stop. Their stop. Sighing in slight frustration, he followed his uncle as they left the station. Still, in the back of his mind, he could have sworn the lion had been looking at him.

* * *

"So, welcome to my humble abode!" Uncle Daisuke said as he dropped Lee's luggage on the floor. Daisuke lived in an apartment complex, at the very top. It was a surprisingly large and spacious living space, especially in contrast with where Lee had been living for the past few months. His uncle pointed at a door down the hallway. "That is your room. Mine is right next to it, though don't be too surprised if I'm not always there. Go and unpack: I'll see if I can't find something to eat."

Though the thought of food sounded very tempting at the moment, especially considering what they had served on the flight, Lee had other plans. "Sorry, Uncle Daisuke, but I really can't right now. I have to go meet someone."

"Who?"

"My friend, Aya Mizuki. Back at school, we had a pen-pal program and Aya was mine. When I found out I was coming to live here, I told her. We made a promise to meet up at Tengoku Station." Looking down at his watch, he swore as he realized he would run late. "I'm sorry, but I can't break my promises."

Daisuke gave him a knowing look and nodded. "Go right ahead. You're nineteen and you've got a good head on your shoulders. Just make sure you don't stay out too late or anything. I'll have dinner ready when you get home and I'll put some of your things away."

Lee nodded gratefully before leaving the apartment, his heart beating a rapid tempo as he ran to meet his friend he had never seen.

* * *

Malrok held his hand out. "This temple is now ours! All of you, begin reparations! Make this a home fit for Lord Mithras!" The creatures in front of him, known as Imps, all grunted in unison. They were black with red lines running across their bodies. A single red eye rested on each of their blank faces. As they marched off to begin their task of refitting the temple, Zabon walked over, a snarl on his face.

"We managed to take the temple and open the Sealed Door. That's great and all, but what do we do now?" He angrily struck the ground with his club, creating a massive crack on the floor of the temple. "If I don't get some action soon, I'm going to go berserk!"

Malrok chuckled softly. "Calm yourself, my friend. The game has just begun and already you wish to end it? I have a job for you: spread fear throughout the humans. Do whatever you wish; kill them, maim them, destroy their entire city. Just create fear in their hearts. The more we create, the sooner the Awakening can begin."

Zabon laughed as he brought his club up. "I like the sound of that! I'll take a horde of Imps with me and we'll have a massive party of carnage and destruction." Still laughing, he walked off, yelling for the Imps to gather around him.

Malrok looked down at his tome and opened it. Searching for a certain spell, he smiled as he found it. He took out a small gem from a pouch hidden in his robes and beckoned an Imp over to him. He placed the small, round crystal in the creature's hands before beginning the incantation. The gem melted into the Imps hand as the creature began thrashing in pain. A pair of wings shot out from its back as its head began to change shape. Soon, a new creature stood before him: covered in coarse, brown hair with segmented, red eyes. Its wings were sickly green and a faint cloud of dust fell to the ground whenever he walked.

"You! Go with Zabon to the human city. Ensure that he does not fail us!"

* * *

As the train reached Tengoku Station, Lee felt his phone buzz in his pants. He pulled it out and saw a text displayed on the screen. It was from Aya. She was waiting for him at a café near the station. She'd gotten tired of waiting and had decided to find somewhere to eat. Thankfully, she had also included directions. As he was checking the directions she had sent, he didn't realize that someone was standing in front of him until he crashed into them.

"Watch it!" the person cried out. Turning around, Lee saw that it was a teenager about his age. He was wearing a leather jacket and had a scar across his right cheek. He had short black hair with silver streaks dyed in. Before he could react, the kid shoved him down onto the ground, a scowl on his face. "Do you even know who I am, punk?"

"Sorry, but no." Lee said, getting to his feet. If this guy thought he was intimidating, it wasn't working on him. "I just got here today from the U.S. Are you the official welcoming committee or something?" He knew how the guy would react: as soon as he saw the punch being thrown, he reacted, grabbing the guy's wrist and twisting it slightly. "Look, I'm sorry that I bumped into you, alright? But try not to start a fight with someone you just met."

Wrenching his wrist from Lee's grasp, the kid chuckled slightly. "Damn. That wasn't bad. Not bad at all, in fact." He looked Lee over, as if trying to figure out how he'd done what he just did. "The name's Eiji. Eiji Toriyama." Without even asking Lee his name, Eiji turned around and walked off, his hands in the pockets of his jacket.

Despite himself, Lee couldn't help but laugh. "I haven't even been in this country for a day and I've already been in a fight. Can't wait to see what's in store for me."

* * *

Even with the directions, Lee was still completely lost. He sat down on a bench as he went over the directions, trying to figure out what he had done wrong.

"Lee-kun?"

Lee looked up to see a girl blue school uniform standing over him, a smile spreading across her lips. She had light brown hair and black hair, with small red streaks running through it. "Who are you?" he asked. _Though the better question is how she knows my name._ As she giggled slightly, the most obvious thought hit him. "Aya-san!"

She nodded and sat down on the bench next to him. "Just call me Aya. I'm not too big on honorifics. Anyways, I hope you're not too mad. I sent you the wrong directions on purpose. I knew that it would be easier to find you if you looked like you were lost."

Lee smiled. "You got me. You definitely got me, I'll say that." Looking at Aya, he scowled slightly.

"What is it?"

He shook his head and leaned back on the bench. "Somehow, I thought you'd be cuter in person." He looked at her from the corner of his eye and grinned. He was glad to see that see caught the joke and started to laugh slightly. "Alright, so it's my first day in Japan, I have about a hundred U.S. dollars in my wallet, and a pretty girl with me. What do you think we should do?"

A chorus of screams interrupted her response. They both looked to where they were coming from. People were running in terror from black figures that chased them relentlessly, waving wicked looking swords in the air. The monsters surrounded a small group of people, all screaming in fear. Another monster, vaguely resembling a moth, swooped down from the sky and hovered over them. A faint green dust fell from his wings, landing on the people below. Suddenly, the screams of fear turned to howls of anger and fury and the people began running after other people. A raspy laugh came from the mouth of the monster as it flew around, spreading its maddening dust.

"What the hell's going on?" Lee asked as the two of them started to move back. He saw a slight movement from the corner of his eye and saw one of the black monsters charging them, its sword glinting in the sunlight. Instinct kicked in as Lee aimed a high kick to the monsters head, connecting with a loud crack. The creature fell to the ground and scrambled away.

"Not bad for a human…" a voice rasped behind him. He turned as Aya screamed, only to be lifted off of his feet by the scaled hand of the monster from his dream. "But you're still only human!" The monster threw him onto the ground and kicked him hard in the ribs. As he tried to stand, the monster stabbed the ground next to his head with a massive spiked club. "That's odd… Why don't I smell any fear coming from you?"

"Leave him alone!" Aya yelled as she punched the monster in the back. It responded by wrapping its tail around her legs and knocking her off of her feet. She hit the ground with a grunt before she was suddenly lifted into the air.

"Human wench! I do as I please! I am the great Zabon, a warrior whose name is feared by all!" Zabon squeezed his hand around her throat, choking the life out of her. "I can smell the fear coming from you. It will delight my master to no end!"

"Shut the hell up!" Lee yelled, staggering to his feet. "If you want a fight, then you've got it. Just put her down, now!" He clenched his fists, the nails of his fingers digging into his palms. Zabon chuckled before throwing Aya to the ground. He charged Lee, aiming a punch at his head. Lee dodged and smashed his fist into Zabon's side. It hit with a satisfying smack but the monster only chuckled.

"Is that all you've got?" it said, grabbing Lee's wrist and twisting it painfully back. "Humans. You all think that you can be heroes but look at what happens when a real threat shows itself." He kicked Lee hard in the back, sending him skidding across the ground. As he tried to stand up, all he saw was a wall of flame speeding towards him before he was swallowed by darkness.

* * *

"Wake up, boy." A voice called out. Lee's eyes snapped open. He was in a cavern of some kind. Stalactites made of glowing yellow crystals hung from the ceiling, faint jolts of what looked like lightning jumping between them. Sitting in the middle of the room was…

"It's you!" Lee whispered, slowly and cautiously standing up. _The lion… I actually saw it!_ He could make clearer details of the beast out now. It had golden fur with streaks of black running through it. Its mane was strangely black and electricity seemed to be arcing from the hairs of the mane. It had piercing blue eyes and black patches of fur shaped like bolts of lightning rested beneath them.

The lion bowed its head. "So, you were able to see me. I am quite surprised. I had sensed that there was someone who would be able to harness my power and sought you out." It slowly began padding towards him, though he wasn't afraid of it. "Lee Collins, we can help each other. I can help you save your friend and the other innocent lives endangered by Zabon and his Imps."

"How?"

The lion came to a rest in front of him and looked at him directly in the eyes. "I shall grant you my power. In exchange, you will become a host for my essence." Seeing the hesitation on Lee's face, it shook its head. "I will not do you any harm. However, without a host, my power will fade and I will die. And you will die as well."

_I can't just let those monsters do this… I have no other choice._ Lee nodded. "I'll do it. I'll be the host for your essence if you'll give me your power."

The lion let out an earsplitting roar that shook the entire cavern. The lightning that was arcing between the stalactites began to go out of control. "The pact has been made. I give you my power!"

* * *

"Lee!" Aya cried out as Zabon's fireball exploded. The heat from the fire was incredible and she knew no one could have survived that. "Why? Why did you do that?" she yelled at Zabon.

Zabon turned to face her and started walking towards her, his club raised in the air "Shut up, worthless human! This world belongs to us now and-what the hell?!" He turned as he sensed something inside the pillar of fire, something that he couldn't believe. "How are you alive!?"

Aya looked past Zabon and cried out in disbelief at what she saw. Lee stood in the middle of the pillar of fire, which had died down to a mere ring of smoldering coals. Standing next to him was a large lion that began to snarl as it saw Zabon.

"Lee, I give you my power!" it yelled, vanishing into a blast of lightning that went directly into Lee. Suddenly, a black belt with golden lines appeared around Lee's waist. A golden head of a lion was on the front, its jaw and eyes closed. Lining the face of the lion were two black bolts of lightning.

Lee raised his right hand into the air, a fierce look on his face. For a moment, his eyes were golden and like a cat's. "Henshin!" he yelled. He brought his hand down and opened the jaw of the lion. It roared as its eyes snapped open, bright red. A shining wall of light erupted from the lion's mouth and slowly moved over Lee. Soon, Lee was standing before them in golden armor. The face of a roaring lion covered his chest with shining red eyes. Running around the collar of his armor was black fur. Covering his left hand was a gold gauntlet with claws jutting out from the top of it. His helmet had two black bolts of lightning arcing off the sides and a pair of red eyes stared down Zabon.

Clenching his fist, he thrust his left arm forward. "My name is Kamen Rider RaiLeon! Hear me roar!"

He began running towards Zabon, who blasted him with fire. The fireballs impacted the ground behind him but he didn't stop. Soon, he was directly in front of Zabon. He reared back his right hand and punched the monster directly in the chest. It reared back as its breastplate actually cracked from the hit.

"How is this possible?" Slamming his club into the ground, he started yelling. "Imps, attack him!" Soon, a small horde of the black monsters had surrounded him. "I'll leave them to you." He slammed the ground with his club again, causing pillar of fire to engulf him. When it disappeared, he was gone.

"Guess it's time to try these powers of yours out!" Lee said as he extended his right hand into the air. A bolt of lightning shot down from the sky and struck his hand. He brought his hand down to reveal a sword. The hand guard was molded to be a lion's head and the blade was curved. "A scimitar, huh?" he said, admiring it. "I guess I'll call it the Lightning Cutter." He swung the blade towards one of the Imps, who screamed as it cut directly through. The Imp exploded into a cloud of black smoke as the other Imps all charged him. He brought the hilt of the sword down to the lion's head on his belt, making it let out a roar. He jumped backwards, soaring over the heads of the Imps. The Lightning Cutter's blade was glowing with power as he moved it in a circle. "Lightning Shoot!" he yelled. A sphere of electricity formed in front of him. Before the Imps could react, he jumped into the air, spun around, and kicked it, sending it flying towards them. It impacted with a massive explosion turning all of the Imps to smoke.

"Only one left…" he said to himself as the Moth swooped down to attack him. He swung with his sword and cut off its wing, sending it crashing to the ground. "Time for the finisher." With a quick motion, Lee flicked the lion's jaw closed and opened it again. When the lion roared, a voice yelled with it: "Lightning Charge!"

Planting his sword in the ground, Lee crouched low to the ground as a glowing lion-shaped aura enveloped him. He leapt high into the air and aimed himself at the Moth, extending his right leg. As he came closer to hitting the monster, a roaring lion's face made of energy enveloped him, biting down on the enemy as he made contact. The Moth exploded into a cloud of black dust as Lee slowly stood up.

"Bow to the King of Beasts!" he said. Slowly, he closed the mouth of the lion again. This time, it seemed to shut off, as his armor disappeared, along with his sword. Turning around, he smiled when he saw the people the Moth had attacked slowly regaining their senses. He'd managed to stop the Moth's poison before the infected managed to cause any real harm.

"Lee, do you see that jewel on the ground?" the lion's voice spoke out. Looking around, Lee was surprised to see the lion standing so out in the open like it was. "Be calmed: the humans can not see me. Now then, do you see the jewel?" It motioned with one of its paws towards a faintly shining sphere on the ground where the Moth had been. "That is the core of one of my allies; the Guardian Beasts. They were stolen from our home by Mithras and his legions and used to make that monster, a Hell Beast. Take it and make sure not to lose it."

As Lee picked up the Beast Core, he heard someone running up beside him. Looking up, he saw Aya looking at him and the lion in amazement. "You did it! You just destroyed that monster!" She looked at both of them, incredulous. "I've never seen anything like that before. Or a talking lion for that matter."

"You can see me?" the lion asked. When she nodded, it slowly shook its head. "How is that possible?"

"Does it really matter?" Lee asked, pocketing the Core. "Even if see can see you, I trust Aya. She's not going to tell anyone about you and even if she did, no one would believe her."

"I suppose so. Very good. Well met, Aya." the lion said, bowing its head slightly.

"It's a pleasure to meet you too… ummm…." She nudged Lee in the arm. "What's his name?"

"Now that I think about it, I don't know it. Hey, what is your name?"

The lion shook its head slightly and took a powerful stance. "I am the untamed spirit of lightning!" it roared.

Aya seemed to think about it for a second before replying. "Then I'll just call you Leo." Seeing the expression that it was giving her, she shrugged. "What should I call you then? I can't call you the 'untamed spirit of lightning' all the time. And hey, it even kinda works with you two: Lee and Leo!"

"I object! I am a proud Guardian Beast that has fought in countless battles and has protected this land with all of his power! I refuse to be given the name of a normal housecat!"

"How many people _actually_ name their cats Leo? Besides, it does fit you: you're a lion."

"I took this form as it best showed my power, not to be called by the name of a house pet!"

Sighing, Aya turned to Lee. "Well, what do you think we should call him? I'm still voting on Leo." As Leo began to object again, Aya and the spirit began to argue, leaving Lee completely out of the equation when it came to the decision. Not that he really cared.

He was smiling as he looked up to the sky.

_Day one in Japan: I became a hero._

Next time on Kamen Rider RaiLeon

After managing to beat back one of Lord Mithras' monsters for the first time, Lee learns just what is at stake concerning the Guardian Beast Cores and what Mithras is planning. 

* * *

_*So, this was my very first attempt at writing a Kamen Rider Fanfiction. I'm sure that I made plenty of mistakes when I wrote this, so please leave your thoughts. I'd appreciate any feedback, even if it were negative. At the very least, I appreciate that any of you actually took time out of your day to read it._


	2. Chapter 2

_**To anyone who is reading this, hello! I appreciate you taking time out of your day just to read this story and, as of now, this little side-note. Just think of this as a bit of context into the world of RaiLeon.**_

_**First off, this is not an original universe. If I had to choose, I'd place RaiLeon in the Neo-Heisei Rider Era, along with W, OOO, Fourze, and Wizard. Will there be cameos from these Riders? Possibly but that's for the future.**_

_**Second, I'd like to explain the name of RaiLeon, though some of you might already realize what I'm going for. RaiLeon is a portmanteau of Raijin, the Japanese god of lightning, thunder, and storms, and lion. Therefore, his design and even some of his weaponry and abilities incorporate both elements. I will admit, the name does sound strange but I feel that it grows on you. I realize that this is a somewhat pointless thing to explain, but I felt it deserved an explanation nonetheless.**_

_**Third, I'd like to talk about just what this Rider series is about. From the summary, you've gathered that RaiLeon will be fighting Lord Mithras, Conqueror of All that He Sees. Now, I realize and understand that that isn't much to go on at first but bear with me: things will be explained.**_

_**Now that that's out of the way, I hope you enjoy reading this chapter as much as I had writing it. Have a nice day.**_

Kamen Rider RaiLeon

Episode Two: The Threat of Mithras

Zabon grabbed ahold of another Imp and threw it on the ground. As it flailed vainly to get away, he brought his club down on its head, crushing it into a cloud of black smoke. The same singular thought ran through his mind: how he had been embarrassed by that boy._ A mere human… He managed to crack my armor! And that damned Beast he had with him!_

"Having a bad day, Zabon?" Malrok asked as he entered the main hall of the temple. The Imp's work had transformed the once peaceful temple into a castle fit for a king. Long red tapestries hung from the ceiling, the emblem of Mithras' Army emblazoned on them in gold: three swords creating a triangle, with an eye in the center. Torches lined the walls of the hall, casting shadows wildly. "You know, Lord Mithras might not appreciate you killing so many Imps so quickly. I believe that was your seventeenth in the past five minutes? Bless them, if only they had some form of intelligence."

Zabon stabbed his club into the ground and roared in anger. "It's that young whelp from the other day! How did he manage to ally himself with a Guardian Beast? I thought we stole all of their Cores so you could turn them into Hell Beasts!"

"Yes, that boy. He called himself… Kamen Rider RaiLeon, correct? Such an odd name and yet an interesting adversary, to be sure. I'm not sure just _how_ that one Guardian Beast managed to slip through the cracks but it doesn't matter." Malrok chuckled to himself as a plan came to him. "I know how to defeat him. He has power over lightning, but what if he can't hit his target?" With a quick snap of his fingers, an Imp immediately rushed to his side. "The Mole Hell Beast should be able to stay underground and avoid his attacks." He took out a bronze Core and placed it into the Imp's hand. Its hands immediately exploded, large, sharp claws replacing its fingers. Thick bronze fur covered its body as its muscles grew and expanded. As its transformation completed, it glared at them with dark, beady eyes.

"Go out into the human's city. Dig the very foundation from beneath them. The fear of seeing your world crumble around you… It shall be delightful."

* * *

Sitting under a bridge, Aya watched as Lee, in his Rider form, hit the practice dummy again with his claw. Leo, who had finally, and begrudgingly, accepted his name, had ordered Lee to start training the night they had met, telling him that he needed to be ready for any form of attack by Mithras. This involved combat training, which had often led to him passing out from exhaustion, running for several miles until he had passed out, and even testing how long he could remain in his Rider form, which had led to him passing out again. In all respects, it seemed that the point of this training was just to see how many times Lee would pass out, an observation that Aya constantly confronted Leo about and one he constantly would ignore. Thankfully, it seemed that this training session had ended by the resounding splintering sound coming from the dummy. As the head of the dummy shattered from Lee's punch, his armor slowly faded away as Leo emerged from within Lee, his arms folded in disapproval.

After the incident with the Moth, Leo had decided that he may need to go out into the world and seek out any attacks from Mithras. He'd shown them his ability to change his form after he'd turned into a guy about Lee's age. He had messy blonde hair with streaks of black in it and he seemed to have a permanent scowl. He wore a black trench coat that had a lion design on it. They didn't bother asking just how he was able to create clothes; he'd given them a long enough lecture about how he'd been able to change his shape.

"Lee, that was horrible. It should only take one strike to break that dummy's head and it took you five. How do you expect to beat Mithras if you can barely defeat a dummy?" He walked over to the dummy and struck it once in the chest. Instantly it shattered into pieces. "I can only give you the power to fight. How you make use of it is up to you."

Lee turned around, panting and drenched in sweat. "Look, I get it. You want to make sure that I can beat Mithras if and when the time comes. That, I can get. What I don't get is how torturing me like this is accomplishing anything! Leo, I need rest! You drag me out of bed at the earliest hours of the morning and I don't get to sleep until nearly midnight!" Slowly, he started up the hill. "I want to help you but I can't do that if I'm dead."

"He's right, Leo." Aya said, standing up. "You've been pushing him way too hard. He's only had your power for a few days. You can't expect him to be able to beat Mithras so soon." She started after Lee, leaving Leo behind.

"If only the two of you knew…" he murmured to himself.

* * *

Lee and his Uncle ate dinner at the table, a somewhat rare occurrence as at this time at night, Daisuke was usually working in his lab. Tonight was simple miso soup, but it tasted alright. They both sat in silence for a while before Daisuke finally spoke up.

"So, where have you been sneaking off to lately?" Seeing the expression on Lee's face, he leaned in closer. "Don't think I haven't noticed. Just because I'm not home often doesn't mean that I never come home. When I have, you're never here. What are you doing that's making you run out in the middle of the night?"

"It's nothing. I'm just…"

"Just what? Does this have something to do with that Aya girl? Is that who you're sneaking off with at night?"

"No! Well, sometimes…"

Daisuke was clearly angry now. "So there's more than one person? What the hell are you doing out there, Lee? Did you join up with one of these street gangs or something? I've noticed how many bruises you've gotten lately. Get those in a fight?"

"Well, not exactly…"

Daisuke slammed his palm down on the table, rattling their bowls. "So is that it? You move over here just to join up with a gang? What, is this about your parents or something?"

"Don't mention them, dammit!" Lee stood up. "My parents have nothing to do with this. What I'm doing is my own business. If you really want to know, I've been trying to help out one of my friends with a problem they've been having lately, alright? Are you happy?"

Daisuke shook his head and sighed. "I'm sorry. I shouldn't have brought them up like I did. And I should probably give you a little more credit than I did. But dammit Lee… You're the only link I have left to my baby sister." He ran his hand through his hair as he stood up from the table, avoiding his nephew's eyes. "I'm going to go have a drink. Go do whatever you want to, alright?"

Not long after he heard the click of the door closing behind his Uncle Daisuke, he heard the familiar noise of the window opening. "What was that all about?" Leo asked, crawling through the window. He found that he was able to climb up thanks to his claws not to long after they'd met. "Why are you the only link to his baby sister?"

"Are you really that stupid, Leo?" Lee asked, clenching his fists.

"What?"

Lee turned on him, anger flowing through his eyes. "Why would I be the only link to my mother? Or my father? Think about it!"

Leo closed his eyes for a moment as he realized what Lee was saying. "I'm very sorry for what happened. It must be painful to think about, isn't it?"

"Yeah, it is. Anyway, why are you here?"

Leo's eyes narrowed fiercely. "Mithras is making a move."

* * *

Malrok stood atop a skyscraper as he traced Mole's movements. The Hell Beast was digging below the foundation of a power plant. If they could destroy that, the humans would have no idea as to what caused it. From there, they could destroy buildings at their leisure. He looked into his tome and saw what the Mole Hell Beast had dug out. It was making good progress.

"Now then, where are you, Kamen Rider?" he whispered to himself. He reached into his robe and pulled out a small cube. He whispered a quiet incantation that caused the cube to grow, revealing it as a cage containing a swarm of creatures known as Hellmites: vicious and fast moving bugs that he often used as scouts. Opening the cage, he sent them to seek out where the Kamen Rider was. They all flew out into the night sky, leaving him alone to ponder his next move.

* * *

Lee and Leo ran to the entrance of the power plant, following Leo's senses. As they arrived, they both felt the tremors as something tunneled underneath their feet. Bursting up from the ground, the Mole Hell Beast swiped at them with its claws, trying to tear them apart. Lee jumped back while Leo entered his body. As the belt formed around his waist, Lee raised his right hand to the sky.

"Henshin!"

He brought his hand down, opening the jaw of the lion. He charged forward into the wall of light, striking the Hell Beast with his claw gauntlet. The monster stumbled backwards before regaining its footing. It bent down and scooped a paw full of dirt. Its hand glowed for a moment before the dirt turned into a large stone. The monster threw the boulder at Lee, who jumped out of the way. The boulder exploded on impact, creating a cloud of dirt and debris that obscured Lee's vision. Using it as a distraction, the Hell Beast burrowed deep into the ground.

"Where is it?" Lee asked, looking around. Suddenly the ground below him gave out as the monster rose up from the ground, striking him with its claws. It dove back underground as he stood up again. Raising his hand to the sky, he brought down the Lightning Cutter. "Come out and fight!" he called. Before he could react, the Mole Beast rose up behind him and grabbed his legs. Dragging him under, it slashed his chest with its claws before throwing him back above ground.

"_Lee, think of something, quickly!"_ Leo's voice echoed in his head.

"I'm trying, but how can I hit it? If it goes underground, there's no way to track where it's moving." Grunting in frustration, he brought the Lightning Cutter's hilt to his belt, charging it with power. He held the out to his side, waiting for the Mole Beast to rise up again. Suddenly, the ground to his right erupted as it sprung out of the ground. "Try this!" he yelled, slashing with his sword. A wave of electric energy surged out from the path of his blade and struck the monster in the chest knocking it to the ground. "Time for the finisher."

"I'm afraid not, Kamen Rider RaiLeon."

Lee turned just in time for a sphere of dark energy to slam into his chest. As he stood up, he saw the person who threw it. "My name is Malrok. I am the chief tactician to his majesty, Lord Mithras, as well as his chief sorcerer. A pleasure to make your acquaintance." he said with a bow.

"Forgive me if I don't return the gesture." He quickly closed and opened the mouth of the lion before jumping high into the air. An aura shaped like a lion's head formed around him as he fell, his right foot aimed at his opponent.

"Come now, did you think that would work?" Malrok chuckled, waving his hand in the air. A series of dark spheres erupted from around him, all aimed at Lee. They all struck him, sending him flying across the field. As he struggled to stand up, his transformation broke apart and Leo fell on the ground next to him. "So, you are the Guardian Beast who has caused us so many problems. I'm curious as to how we didn't take you as well…" He let out a cold laugh as the Mole Hell Beast jumped out of the ground to stand beside him. "Our plans have been interrupted for now, but make no mistake," he slowly knelt down to look Leo in the face, "we will enact the Awakening." A simple hand gesture later and both he and his monster were gone, leaving the two of them to lie on the field.

"I can't believe it…" Leo said breathlessly. "The Awakening… They can't actually be attempting it…"

"What's the Awakening?" Lee asked, struggling to his feet. He offered a hand to Leo, who took it. He knew that whatever the Awakening was, it was bad. Leo was pale as a ghost from hearing those words. Leo looked him directly in the eyes, a hint of fear in his gaze.

"It may as well be called the apocalypse."

* * *

Zabon laughed with glee as he heard Malrok's report from his battle with the Rider. "That's possibly the best news that I've heard all day. I only wished you had finished him off. Why didn't you, anyway?"

Malrok chuckled. "Why ruin the fun? Besides, if I can make them fear us, it will only speed up the process for the Awakening. And now that the Guardian Beast knows that we're going to initiate it, it will be all the sweeter."

"Malrok, you fool." A voice bellowed out from the throne room. The two black doors leading to it opened. The two of them immediately kneeled as Lord Mithras walked into the main hall. His very presence made the two of them uneasy. His dark red armor glinted maliciously in the light of the torches that lined the halls. He gestured for both of them to stand with a motion of his gauntleted hand, the fingertips ending in sharp points. His face was obscured by a helmet, with a narrow slit being the only thing on the helmet to allow for vision. Three spikes jutted from the top, forming a crown of sorts.

Malrok stammered as he spoke, fear overpowering him. "M-Milord, whatever d-do you mean? If I inspired fear in the Beast's heart, then it would make it harder for it to oppose us."

"And should it have the opposite effect? Malrok, you consider yourself a genius and yet you don't realize what you may have done. Did you never consider that him knowing of our plans could have motivated him to grow stronger?" With a motion too fast for either of them to see, Mithras lashed out with the back of his hand, knocking Malrok to the ground. "Return to the human city with your Hell Beast. Don't inspire fear in the Rider; destroy him."

"Y-yes milord." Malrok said, bowing as his lord turned away from them and strode back into his throne room, the twin doors closing with a resounding bang. "As you command." he added with a whisper, a hint of displeasure in his voice.

* * *

Aya, Leo, and Lee all sat together at a table in a local café. After their battle with the Mole Hell Beast, the two of them had staggered home and fallen asleep, exhausted from the fight, though where Leo had slunk off to had remained a mystery to Lee. The next morning, Lee had called Aya and asked her to meet up with them somewhere. She'd been the one to recommend the café. It was a small one that you'd barely notice.

"So, what is the Awakening?" Aya asked. A nervous air hung over the three of them. "I mean, from the way you sounded on the phone this morning, it sounded like the end of the world."

"It might as well be…" Leo muttered. "The Awakening ritual… To be honest, I've only heard whispers of what it truly is. From what I've gathered, it's what we Guardian Beasts were made to prevent. Just my luck that I'm currently the only one capable of fighting. Aside from that, all I really know is that it can bring about cataclysm to the world."

"And that's what Mithras' goal is: to perform this ritual and bring about a cataclysm?" Lee shook his head as the wait of it all crashed down on him. "Then… right now I'm the only person who has a chance of stopping him." He looked at both of them. "Aren't I?" As the two of them averted their eyes, he stood up from his chair, nearly knocking it over. Before they could say anything, he was out the door and gone.

Leo slowly shook his head. "I wish it wasn't like this. I've been pushing him to get stronger because I didn't know what Mithras was planning. Now that we do know what he's planning, I'm not sure if he can even get strong enough to stop him."

"What do you mean?" Aya asked, concern filling her voice. "It has something to do with last night, right?"

He leaned back in his chair and rubbed his forehead. "We couldn't even beat a single Hell Beast…" He turned his head and looked out the window. People walked by, carrying on with their everyday lives, unaware of the potential threat that could overtake them all. "We were lucky when we managed to hit it. And then, that sorcerer appeared and managed to stop our kick."

"So are you just giving up?" Aya asked, clenching her fists. "This is just the first time the two of you have been beaten and you're acting like you've lost for good! Right now, you two are the only people who even have a chance of stopping them and you're acting like this."

"We both know that." Leo snapped, turning his gaze on her. She was glad to see a spark of life behind his eyes. "And we sure as hell haven't given up yet."

* * *

Lee was sitting on the hill near the bridge where, just the day before, he had been training. He knew that it was important and that he had to get stronger, but he hadn't thought much of it. With Leo's power, he'd felt nearly unstoppable a few days ago. That monster, Zabon, had retreated after getting hit by him once. Now, he felt as though he was as powerless as he had been. "Was it just a fluke?" he murmured to himself as he threw a small stone into the water below. "If I'm supposed to be the one to stop Mithras, how can I do that when I can't even beat a mole?"

He was snapped out of his thoughts as the ground around the bridge suddenly began to shake violently. Several people fell off of it as it collapsed, landing in the river below. Before he could even think about it, Lee jumped down to assist anyone who had been injured. As he moved from person to person, he felt a bit of relief as he saw no one was seriously injured, when a loud yell made a chill run down his spine.

"Mommy! Someone help! My mommy's hurt!" a child cried, a young boy. Lee ran over to where he heard the voice. A young boy in a blue jacket was shaking his mother, whose leg was trapped under a piece of rubble. "Mommy! Please, someone help her!"

As Lee made his way towards the woman, screams echoed out from the people around him. Looking up, he saw a horde of Imps emerging from a hole that had been made in the hillside, with the Mole Hell Beast standing in front of them. The Imps began to swarm over the people who had been injured, chasing and attacking them. A small group of them ran towards where the three of them were, their swords held high above their heads.

"Hell no, you ugly bastards!" a voice called out from behind Lee. A figure ran past him and punched the lead Imp hard in its face. Lee recognized who it was from the silver streaks in his hair: Eiji Toriyama. Eiji turned his head to see Lee and smiled. "Get that mom and her little brat out of here. These punks are mine!"

Leaving the Imps to Eiji, Lee started to help get the woman out from under the rubble. It was a large piece of concrete, though it thankfully didn't look like it had crushed her, only pinned. He started trying to lift it, tears coming to his eyes from the strain. _I'm not going to let his mom get hurt… I won't let any kid lose their parents!_ He pushed harder, trying to roll it off of her. Nothing was working, however; no matter how hard he pushed, it wouldn't budge.

"Idiot!" Leo yelled, running up beside him from seemingly nowhere. "Do you think you can move mountains on your own or something?" He leaned into the rubble and began pushing. "Just because I gave you my power doesn't make you invincible!"

"We're both here for you Lee!" Aya said as she started to push with them. "In more ways than one!"

Somehow, the three of them managed to move the piece of concrete off of the woman's leg. Aya lifted the woman up and carried her away from the fighting, giving both of them a nod before leaving. Lee and Leo looked at each other and smiled.

"Lee, back at the café, you said something that isn't true. You aren't the only person who can stop Mithras. I'm right here with you. So is Aya." Leo placed his hand on Lee's shoulder and disappeared, the belt forming around his waist. Raising his hand to the sky, Lee's eyes shone gold for a moment before yelling:

"HENSHIN!"

Running forwards towards the wall of light, he hit the nearest Imp in its stomach with his claw, making it explode from the impact. With a roar that was half-human and half-lion, he lunged towards the group Eiji was fighting off, knocking down two of them. Eiji looked at his mysterious ally for a moment before turning his attention back to the Imps. Lee kicked one of their enemies hard in the face, flinging him back into a group of his allies. He raised his hand to the sky and brought down the Lightning Cutter and charged them, cutting through all of them with a single charge. A cloud of black smoke rose up behind him as they all exploded. "Get everyone out of here, now!" he told Eiji, who nodded as he began to run to collect anyone who had been left behind.

He turned as he heard an angry roar erupt from behind him, blocking with his sword just before the Mole Hell Beast's claws cut him to pieces. He swung out with his left hand and caught the monster in the stomach, sending it reeling. As it regained its footing, he held out his left fist towards the monster.

"Kamen Rider RaiLeon! Hear my roar!"

With a cry of anger, the Mole dove into the ground. "Not this time!" Lee cried. Looking around, he was glad to see no one was in the water at the moment. He charged the Lightning Cutter with electricity and drove it into the ground. There was a shriek of pain before the monster erupted out of the ground, writhing in pain. "Should've known better than to dig in the river. Water and lightning; a lethal combination."

Lee closed the mouth of the lion on his belt and reopened it, placing the hilt of the Lightning Cutter in front of it. The belt roared as a voice yelled: "Lightning Charge! Lightning Cutter!" Lee charged the Hell Beast, his sword raised. An aura shaped like a lion enveloped him, racing across the ground towards the fallen monster. As he swung the sword down, the lion slashed with its claws, tearing through the enemy. The Mole Hell Beast let out a single cry of anguish before collapsing to the ground and exploding into black smoke.

"Bow to the King of Beasts!" Lee cried. Slowly, the transformation faded and he found himself standing next to Leo. He carefully kneeled down and picked up the Beast Core, placing it in his pocket for safekeeping.

"It looks like we managed to pull through after all." Leo said with a smile. They both turned as they heard Aya calling their names, a smile on her face. Slowly, they started treading the water of the river, a greater peace resting on their shoulders.

* * *

Mithras sighed as an Imp brought him the report of the battle with the Rider. It was as he had expected: the Mole Hell Beast had been destroyed. What was worse was that Malrok had not participated in the battle himself. Fortunately for him, it had managed to generate a good amount of fear from the humans before it fell.

"Perhaps I shall give Malrok another chance…" he mused. "However, I shall keep an eye on both of them." He pulled out a small bottle from the darkness. It was solid black and covered in seals. With a swift move of his hand, he ripped the sealing tags off of the side. Beneath his helmet, he smiled as a manic laugh began filling the throne room.

* * *

Next time on Kamen Rider RaiLeon

A new monster with uncanny speed makes it nearly impossible for RaiLeon to defeat it. Will he be able to 'ride the lightning' to stop it from fulfilling Mithras' goals and save a friend? Also, Aya has an encounter with a creature she has feared for years, one that may change everything for the team.


	3. Chapter 3

**Kamen Rider RaiLeon**

**Episode 3: Ride the Lightning**

By the time Lee had turn the corner of the building, the Hell Beast had already disappeared. He'd barely even seen the creature before it had disappeared, taking off faster than he could move. "How are we supposed to catch that thing?" he panted as the transformation broke.

Leo simply shrugged. "You got me. There's no way for us to move that fast and even the Lightning Shoot wouldn't catch that thing." He sat down next to Lee, equally tired from the exertion of the chase.

"So what are we supposed to do?" Lee slammed his head against the wall, sighing in frustration. "What is it doing, anyway? Have you noticed that? It didn't do anything. It didn't attack anyone or steal anything. It just showed up and made us chase it."

Leo groaned as he realized what was happening. "Mithras is playing with us. That thing's just here to annoy us until they can do whatever it is they're planning. How long do you think we have until they make their move?" When he received no response, he looked over to where Lee was sitting, or rather, sleeping. His chin was on his chest and his eyes were closed. "Ah… great answer, Lee."

* * *

"Ah, there's my pet." Malrok said, closing his tome. A sudden blur of yellow flashed into the room, stopping in front of Malrok. "The Cheetah Hell Beast; nigh unparalleled in speed and agility. The perfect creature for causing a disruption in the life of the Kamen Rider." He slowly opened his tome and chanted a spell beneath his breath. Slowly an image formed in front of him. "Now, how is the Elephant Hell Beast doing?"

"Still working on your plan to destroy the humans and the Rider in one move, Malrok?" Zabon said, sneering at his ally. "From what I've seen, it looks like you're just trying to get back in Lord Mithras' good graces. You realize if you screw this up for us, that'll be four Beast Cores you've lost to that brat?"

Malrok chuckled dryly. "Yes, yes, I know that I'm hanging by a thread at this point. However, that is what a contingency plan is for. With my strategy, even if we lose the Cores, we will gain something even better as a result."

Zabon slung his club over his shoulder and scoffed. "We'll see about that." He slowly walked out of the hall, shoving aside an Imp who got in his way.

"Yes, my scaly friend. Yes, we shall see."

* * *

Aya was resting in the park after a hard day at school. Her exams were coming up and she had been studying non-stop for the past months. She knew that she had to do well and she wanted to, but at the moment, she needed a break. And it wasn't just the work she had been putting in that had been making her so upset lately. Even though she was glad to be able to help Lee and Leo, what could she really do? The most she'd been able to help them with was with the last attack and that was just helping people get away from the Imps…

"Am I just in there way?" she wondered out loud. It made sense to think that she would be. Lee and Leo could become RaiLeon. She was just Aya Mizuki, schoolgirl. She could fight but not nearly as well as either of them. If one of the monsters ever put her in danger, would they be affected by it? It was something that worried her to no end: even with their power, could she be the reason they lose? "They'd do everything they could to save me. What if-"

A sudden blur of motion to her left and the sound of rattling bushes interrupted her thoughts. Slightly startled, she stood up and backed away as whatever was in the bushes slowly started coming closer. As it put its head out from the green shrubbery, she nearly screamed at what she saw.

It was a wolf, a white wolf with streaks of red running through its fur. It slowly started walking towards her, its tail wagging. As she backed away, the wolf turned its head, as if it were confused. It started moving towards her slightly faster, as if it wanted to find out what was wrong with her. With a scream, she turned around and ran, not stopping until she was on the other side of the park.

As she caught her breath, she fell against the trunk of a tree. An old memory slowly crept its way from the back of her mind, sending a chill down her spine. She could hear the snarling and smell the breath. She felt the pain in her right arm as teeth clamped around it and the scream of a young girl in pain.

"Why… Why is there a wolf here?" she whispered, crying softly into her hands.

* * *

"Hey you!"

Lee turned around as he heard Eiji's voice from behind him. The teenager ran up to him, a smile on his face. "If it isn't the guy who beat me without throwing a punch. How are you holding up here in Yakubo?" He held out a bottle of soda to Lee, who gratefully accepted it. He'd just finished a session of training with Leo and he was wiped out. He could use a bit of caffeine.

"Pretty well, I guess." he said, uncapping the bottle and taking a drink, savoring the sweet taste.

Eiji chuckled slightly. "Yeah, I guess you would be doing pretty well… You know, being a Kamen Rider and all." He laughed as Lee choked and sputtered, nearly dropping his soda. "Damn, it worked like a freaking charm."

Lee looked at him incredulously. "How did you know I'm a Kamen Rider? Did anyone tell you?" _It wouldn't be Leo… Did Aya? No, she wouldn't…_

"I'm not as dumb as I might look, buddy." Eiji said, sticking his hands in his pockets. "That time back at the river, when I was fighting those freaky monsters, here comes some masked hero to save the day. Considering you were one of the only people around when it happened and I didn't see you anywhere while you were fighting that monster, it doesn't exactly take much to put two and two together." He shook his head and sighed. "If you're going to try and be a super hero, try and make sure you do a better job of hiding your identity."

Lee slapped his forehead as the truth of it hit him. It wasn't like he and Leo hid before they henshined. And Eiji had been only a few yards away when they had done it. Turning to Eiji, he gave him a desperate look. "Don't tell anyone, alright?"

"Hell, when have I ever been a rat?" Eiji laughed. He placed his hand on Lee's shoulder and gave him a thumbs-up. "Look, I swear I won't tell anyone as long as you let me help out. These freaky monsters; they're ruining my city. Even if I'm not a Rider, I can still kick enough ass to make your life a little easier. Plus, I know a lot of people who might be able to find stuff out for you. So, do you trust me?"

Lee smiled and nodded. "Alright, I'll trust you. By the way, I don't think I've ever told you my name. It's Lee, Lee Collins."

Eiji smiled and stuck out his hand. "Good to finally meet you, Lee." They both shook hands, a bond forming between them. Suddenly, a group of police cars sped past them, sirens blaring. Sharing a look with each other, they took off after them.

* * *

They arrived at the location the police cars had gone to. Lee was worried; he didn't have Leo with him and he wasn't sure where he was. If this was an attack from Mithras, they'd all be in trouble. The two of them sped around a corner and stopped short of the scene.

A dozen officers had formed a circle, their pistols drawn and trained on the creature in the center, an overturned truck sitting behind it. It had gray wrinkled skin and stood a solid head over the rest of the police. Its left arm was a long and whip-like, swaying to and fro as it looked at the police officers. It carried a large container in its massive right arm, which was rippling with muscle. It had a set of three spikes on each of its shoulders and two large tusks jutted from its lower jaw. It stared down the police officers with two angry red eyes.

Eiji sucked in a breath at the sight of the Hell Beast. "So, how do you plan on taking that guy down?" Looking at Lee, he shoved him lightly. "What the hell are you waiting for? Henshin up and take that thing down!"

"I can't!" Lee said through gritted teeth. Looking at the police and at the Hell Beast, he knew that if the monster attacked, they'd all be killed. "Unless Leo's here with me, I can't do anything!"

The moment the words finished leaving his mouth, everything turned to chaos. The police opened fire, riddling the monster with bullets. In response, the Hell Beast let out an angry roar and threw out its whip-arm, wrapping it around one of the police cars. With seemingly no effort, it swung it up into the air and slammed it on the ground in front of the police. The car exploded on impact, knocking all of the officers back from the blast.

"Dammit!" Lee yelled. Without a second thought, he charged at the monster, only to be struck in the side by a yellow blur. As he fell, he was caught by the other monster's whip arm and lifted high into the air. The arm tightened its grip around Lee, crushing the air from his lungs, before throwing him down to the ground. As he tried to stand, the yellow monster stomped its foot down on his chest, causing him to scream in pain.

"Lee!" Eiji yelled, rearing his fist back and charging towards the monster that had him pinned down. Before he could even register the motion, the grey creature's whip-arm struck him across the chest, knocking him into the side of a building.

Lee looked at his friend helplessly as he fell down the side of the building, crumpling onto the ground. He heard a snicker, and looked up to see the other monster looking down on him. It had yellow fur with brown spots covering it. In the center of each spot was a small red eye-shaped patch of fur. Its yellow eyes looked down at him as if it were mocking him.

"Feel helpless, human?" it hissed, surprising him. He'd never heard the Hell Beasts speak before. "You can't catch me and you aren't nearly strong enough to defeat him. Let your fear give way to the Awakening." It stomped him hard in the chest again before kicking him in the ribs. "I'll let you live for today but you, along with the rest of the humans, die tomorrow."

As Lee slowly started to black out, he watched helplessly as the two monsters began to walk away. He thought he heard someone call his name before he passed out.

* * *

Malrok chuckled with delight as the Elephant Hell Beast set its cargo down in front of him. He slowly circled it, smiling as another piece of his plan snapped itself into place. "That went excellently. Good job, my faithful pet." He said, stopping in front of the Elephant Hell Beast. It knelt down on its knee at the praise before standing up and walking off. "Now then, care to explain why you did not finish the Rider while you had the chance?" he asked, turning around to where the Cheetah Beast stood.

It smiled, showing its fangs to its master. "He has a bond with the lion. If I destroyed him then, I wouldn't have the chance to defeat his ally. It would be my greatest pleasure to finally show that the Cheetah can best the Lion." It curled in its fingers, admiring the sharpness of its claws as if it could feel them tearing through the Rider's body. "Besides, he can't touch me. I'm too fast for him to catch, no matter what he does. Our battle shall end before he is even able to draw his weapon." It stalked off, a confident smile on its face.

"It seems your creatures are starting to gain their own identities, Malrok." Mithras said, walking up behind his sorcerer. "I'd advise you to make sure they do nothing to jeopardize our mission."

"But of course, milord!" Malrok said, bowing in the presence of his lord. "Consider the attitude of Cheetah Hell Beast to be… an experiment. I changed certain facets of the spell that I use to create the Hell Beasts. It should actually make them stronger if they establish their own identity, as it would give them a greater sense of purpose when in combat. A mindless beast can only be so useful. However, they are undyingly loyal to our cause, as they always have been."

Mithras seemed to study the sorcerer, trying to see what his judgment would be. "Very well. Just make certain that they do not overstep their boundaries." Looking at the container, he cocked his head in curiosity. "Just what is it that you plan to do with this… object?"

Chuckling, Malrok rose and walked around to the other side of the container, running a hand over the cold metal surface. "That, milord, is for another plan." He snapped his fingers, opening a vortex below the container. It slowly fell into it, disappearing into the ground. "I've come up with another plan, one that will turn the humans own creations against them."

* * *

Lee opened his eyes to see Leo, Eiji, and Aya standing over him, all with concerned looks on their faces, though Leo's changed to one of satisfaction as he saw his eyes open. "Looks like my idea worked. I told you two to trust me."

As Lee sat up, he saw that he was sitting on a bench in the middle of a park. He shot Leo a confused look as the spirit stepped back slightly. "You couldn't have taken me to a hospital? I probably have cracked ribs. And why is Eiji here? He got hit pretty hard too!" He was about to say something more when Leo slapped him on the back of the head.

"Idiot. Do you think I didn't know that? You should be thanking me. Well, actually, you should be thanking me and this little one." He held out his hand, revealing a small green moth with golden wings. As Lee watched, it slowly started to glow before disappearing, turning into a small green and gold jewel.

"Was that the…"

Leo nodded. "That was the Moth Guardian Beast. I summoned her to heal you. She has incredible healing power, though after patching you and your buddy up, she'll need her rest." He placed the jewel into his pocket before grabbing Lee's arm and lifting him to his feet. "Pretty damn gutsy trying to get into a fight with two Hell Beasts without me." he said with a whistle.

Lee sighed and shook his head. "It's not like I wanted to. But after what happened with those officers, I couldn't risk that thing hurting them any further. Something inside me just took over after I saw them fall." A sudden thought ran across his mind. "Hey, do you know how those guys are doing?"

Eiji shrugged. "I was still conscious when the ambulances arrived, though I kinda wish I hadn't been after being thrown into a wall. They all got picked up and taken to the hospital. I ducked into an alley, dragging your ass with me." A grim look came over his face as he looked at Lee. "I'm more worried about what that gray guy stole from that truck though. A bunch of police showed up and started looking around, shouting at each other. One of them looked really scared when they found out what was stolen. I didn't hear what it was, but…"

"If Mithras wanted it, it can't be a good thing." Leo said, leaning against a tree. "The only question is why he wanted it and what it is."

Aya nodded. "If it was an armored truck, then that means it had to be carrying something important. And I doubt they would be after money…" She trailed off, her face scrunching up as she started trying to think of an answer.

Leo let out a loud sigh. "I'm a lot more worried about what we're facing right now. From what Eiji told me, we're facing Elephant and Cheetah. Elephant's going to have extreme strength and durability and we already know what Cheetah can do."

"He could easily beat us by the time we even managed to transform if he wanted to." Lee balled up his fist and slammed it into his palm. "There has to be a way for us to keep up with him."

"Actually, I've been thinking about that." Eiji chirped in. "If you need to catch up with the guy, why not use a bike? You know, jump on a motorcycle and chase him down with it! I seriously doubt that cat can outrun a good machine."

Leo shook his head. "It wouldn't work. For one thing, we don't even own a motorcycle and even if we did, I doubt it'd be fast enough to catch up with Cheetah."

"Well, if you need a motorcycle, I know a guy who can get you one." Eiji shrugged as the three of them all looked at him. "What? I'm smart when I make my friends. Anyway, I'll call him today and he should be able to get us a bike by tomorrow. And even if you can't quite use it to catch up with him, consider it a 'thank you' for patching me up." He dug in his pocket and pulled out a cellphone. He dialed a number and made the call, walking off a short distance to talk in private.

"Hey, Leo." Lee said in a quiet tone. "I might have an idea with the motorcycle." Leo raised an eyebrow, intrigued. "You know how you channel some of your power through me when I henshin, right? What if you channeled some of it through the bike?"

Before they could answer, Aya's scream all snapped them to attention. She was pale as a ghost and was shaking violently, pointing a finger at something she saw. Looking, Lee was shocked to see a white wolf with red and orange swirling patterns on its fur. It looked at them with soft green eyes, a strange sadness seeming to be hidden behind them. It slowly turned around and walked away, disappearing into the bushes.

"I-i-it was there again!" Aya cried. She was nearly on the verge of tears. "Why does it keep following me?" She slowly fell to the ground, shaking violently. "It just won't leave me alone…"

Leo walked towards where the wolf had been, stopping short. As he turned around, he had a surprised look on his face. "You mean you've seen that wolf before? That it's been following you?" As she nodded, he placed his hand on his head and let out a deep breath. "It can't be…" he whispered. _No, it truly can't be, could it? But that was her form…_

Before Lee could ask what was wrong, something hit him in the back, hard. As he fell to the ground, he heard Aya shriek and Leo's shout of surprise. As he stumbled to his feet, his eyes widened as he saw the Cheetah Hell Beast standing in front of them, holding an unconscious Aya in his arms.

"Hello, Kamen Rider." it snickered. "I thought I'd keep a close eye on you and it seems like it's paid off. I'll just consider her insurance for our fight. If you want her back, come back here tomorrow. I'll end you in front of your friends and their fear after your demise will feed the Awakening." It laughed madly before disappearing in a blur, taking Aya with it.

"Dammit!" Leo and Lee yelled at the same time. They both looked at each other, the same thought running through their mind. Lee turned around, fire in his eyes. "Eiji, tell your friend to get that bike here tonight!"

* * *

Malrok laughed as he watched the proceedings through the eyes of one of his Hellmites. "How amusing. I didn't order the Cheetah Hell Beast to do this and yet it may be a better plan than I could have created. He's thrown the Rider off balance with this move. I shall enjoy watching these proceedings." He closed his tome and began walking off, musing over how other Hell Beasts would act with his new spell. As he was leaving the hall, he stopped, feeling someone's eyes watching him. He looked around, only to see nobody around him. "How curious…" he muttered as he headed to his chambers.

* * *

Lee, Leo, and Eiji stood together on a long stretch of road. The 'bike' that Eiji's friend had brought them sat in front of them. None of them could tell what brand it was, it was in such terrible condition, or even if it was a bike. A slight wind blew by, knocking off part of the side.

"Eiji, I hate your friend." Lee said, sitting down on the ground.

"Don't worry, I hate him too. The next time I see him…" Eiji walked over to the heap of parts that was the bike and kicked it, knocking off one of the mirrors. "What the hell was he thinking!? I told him to bring me the best one he could get me!"

Leo scratched the back of his head. "Chances are this is the best one he had. Have you ever asked him for a bike before?" When Eiji didn't respond, he sighed. "That's what I thought."

"So, what do we do now? If we can't catch Cheetah, we can't rescue Aya!" Lee said, throwing a rock at the bike and knocking yet another piece off. "Do you have any idea of what we can do? Leo, do you have any ideas?"

Instead of responding, Leo slowly walked over to the bike and placed his hands on it. He closed his eyes and inhaled deeply. As he breathed out, the air around him began to crackle with electricity. Sparks flew from the tips of his fingers and ran across the surface of the motorcycle. Suddenly, a flash of light blinded Lee and Eiji as a loud roar echoed out. As the light faded, they both looked in awe at the motorcycle that sat in front of them. Leo fell to the ground, panting from exhaustion. "Well, what do you think?"

The bike didn't even resemble the pile of scrap it had been. It was polished black. The front of it resembled a lion with a fierce determined look. A golden mane was around its neck and gold lines ran down the sides of the machine. Lee touched the bike and felt it was warm to the touch, like it was alive. Carefully, he got on it and revved the engine, making it roar like an actual lion.

"I put a lot of my own power into that bike." Leo panted. "There won't be any bike as fast as it that you could find. It's also incredibly resilient. There's only one problem: riding this thing will be like riding a wild animal. A wild animal that's moving as fast as lightning." He looked up and his eyes locked with Lee's. "If you make a mistake while riding that thing, it won't end well for you. Even in your Rider form."

Lee nodded. He looked down the road, preparing himself for the fight that was about to come. He knew that Leo was right; he could feel the power in this motorcycle. If he made even the slightest mistake, there would be nothing that could help him. _But if it's to save my friend, I'll take the risk._

* * *

Lee was tense as he rode into the park. He knew that he was more than likely walking into a trap. He pulled to a stop in the exact spot where the Cheetah Hell Beast had kidnapped Aya yesterday. He felt at his waist and rested slightly as he felt his belt there. He wasn't alone; even if he wasn't here in person, Leo was with him, in both the belt and the bike.

A sudden rustling made him turn his head. Anger flared up as he saw Cheetah standing in front of him, his arms crossed and his right foot tapping on the ground. He undid the clasps of his helmet and placed it on one of the handlebars. "Where's Aya?" he yelled, walking towards the Hell Beast.

Cheetah tilted his head in confusion. "Who?" He began laughing as Lee's face grew darker. "You are truly a fool to think that I'd just give her to you. No, Kamen Rider, she's not here. I've taken her to a special place. I might tell you where…" He snarled fiercely as he snapped his fingers. A swarm of Imps appeared behind him, jumping from the trees. "If you can survive!"

Lee screamed in anger as he ran forward, throwing open the lion's mouth. Charging through the wall of light, he smashed the head of the first imp he met with his fist, knocking it to the ground. He kicked another hard in the stomach before swinging it by its arm and throwing it at two of its allies. Holding out his arm, the Lightning Cutter flashed to his hand. He spun around, cutting two of them down. With a roar, he lunged at Cheetah, who dodged out of the way with a laugh.

"I'm faster than you are. No matter what you do, you won't be able to land a single hit on me!" With a snarl, he slashed Lee across the chest, sending sparks into the air. He delivered a sharp kick to his stomach before slamming his knee into the side of his head. He grabbed Lee around the neck and reared his claws back, ready to strike. "Finally, I'll prove my superiority. Everyone considers the lion to be the king of beasts but after today, I shall claim that title. Once you're dead, the fear that girl will create will fuel the Awakening. Be happy in knowing that your death will bring about something greater."

"Like hell!" Lee yelled, smashing the monster in the chest with his fist. There was a loud crackling and a flash of light as his punch connected. Cheetah stumbled back as he got to his feet, his hands glowing and crackling with electricity. As the glow faded, Lee held up his arms in surprise. Extending from both of his forearms was a golden set of claws. They weren't like the clawed gauntlet that he normally wore; these were much longer and sharper. Electricity crackled in the air as he moved them. "This is new…" he muttered to himself. Looking up, he brought up one of his claws as Cheetah jumped at him. A surge of electricity arced through the claws, electrocuting Cheetah and knocking him back.

"Damn!" it panted as it struggled to its feet. "Imps, attack him!" it yelled. The remainder of the Imps surged towards Lee.

"Time to test these out." Lee cried as he ran towards the Imps. As he slashed with the claws, he noticed how easily they tore through the Imps, electricity flowing through the air with each slash he made. "Might as well see what a little extra juice will do." he yelled as he jumped back and held one of his claws to his belt. His claws suddenly began to glow. "Lightning Rampage!" he yelled as he slashed the air with his claws, making a X-shaped pattern. A surge of lightning flew through the air, crashing into the Imps. It exploded, turning all the creatures to smoke.

"Not bad…" Cheetah hissed. "But I'll still beat you, even if its not today!" it yelled, running off in a blur. A car swerved to avoid him as he ran past, crashing into a light pole.

Lee let out a growl as his claws vanished in a cloud of gold energy. "It's not going to be that easy!" he cried out as he climbed on his motorcycle. He revved the engine and took off after the Hell Beast. He sped along after, dodging cars that had begun moving out of its way as it ran down the street, crashing into each other. Everything seemed to be moving by in a blur as he chased the monster. He saw it look over its shoulder and smiled beneath his helmet as he saw a look of surprise cross its face. As they raced out onto an open stretch of road in the countryside, he held his hand out and felt satisfaction when the Lightning Cutter appeared. _"Lee, are you about to do what I think you're going to do?" Leo asked. _"I have to. He might be the only link we have to Aya, but what are the chances that he'll show us where she is? I have to stop him now before he hurts someone!" Taking the sword, he placed it in a holder on the side of the motorcycle as he flicked the mouth of the lion open and closed in one quick motion. He drew out the sword as he sped forward, rapidly approaching the Hell Beast. A crackling aura of a lion enveloped him as he drew closer. The Cheetah Hell Beast cried out in surprise as the Lightning Cutter cut through him, a trail of lightning following its path.

Lee brought the motorcycle to a stop as the Cheetah Hell Beast rolled along the ground, its body arcing with electricity. It snickered as it looked at him. "E-even if you destroy me, y-you'll never find her! Enjoy life knowing you killed her!" it screamed as it exploded in a cloud of black smoke.

Lee lowered his head in resignation as its words rang in his head, his armor fading away from his body. He knew that by destroying the Hell Beast, he likely wouldn't be able to find her. At the same time though, his heart told him that he would. He looked over at Leo, who was staring at the ground, before looking up towards the sky.

_Aya… I swear I'll find you!_

Next Time on Kamen Rider RaiLeon

With Aya missing, Lee and friends scramble to find where the Cheetah Hell Beast took her, with Leo feeling personally responsible for her kidnapping. Meanwhile, Aya confronts her childhood fear as she tries to escape from her prison. If she wishes to escape the nightmare posed by Zabon and one of his minions, she must find her own strength, as well as an unlikely, and unexpected, ally.

In the distance, a lonely howl echoes out…

* * *

**_*Hello there! As a little side-note, I'd just like to thank anyone out there who has read this FanFic. I've had a blast writing it and even if it doesn't become popular, I don't really care. The entire time I've been writing this, the only thought on my mind was that I wanted it to be enjoyable for people to read. Again, a little thank-you to anyone who read this and an even bigger one to those who actually like it. Until the next chapter, farewell!_**


	4. Chapter 4

**Kamen Rider RaiLeon**

**Episode 4: Howl! Warrior of Flames!**

Aya had to resist the urge to cry out in happiness as the ropes tying her wrists finally broke. She'd been rubbing them against a rough stone she'd found in her prison for the past several hours, cutting her hands numerous times on the sharp edges of the stone in the process. She slowly stood up, massaging her wrists to ease the soreness in them before reaching up and tugging off her blindfold.

She was in a small cave, barely large enough for a person to stay in for a long period of time. The entrance was blocked by a roughly made wooden door, with a small barred window near the top that let in very little light. She slowly crept towards the door, desperately trying not to make a sound. Looking outside the window, she felt her heart sink at what she saw.

She was in the middle of a forest: tall trees as far as she could see, with a thick fog blanketing the area. The stars hung over her, though she could see the sun rising off in the horizon. In the distance, she could hear what sounded like heavy machinery, slightly lifting her spirits. If she was near a construction site, she could find help! There were only two problems with her plan: for one, she couldn't figure out any way for her to escape from her cell. If she tried hard enough, she could likely break down the door, but that led to her second problem.

Standing hardly twenty feet away from her was a Hell Beast. It was covered in dark violet scales, almost black. Its right arm was a snake with bright green eyes, which restlessly squirmed as it waited for something to happen. In its left arm, it carried a spear with a point consisting of two blades, twisting around each other until they met. In the center of the blades sat a purple crystal, from which a dark liquid dripped out. As the liquid hit the ground, a slight hiss was heard as smoke rose from the grass. The monster wore thick green armor which covered its chest and pelvic area. It suddenly tensed up as something approached from the fog.

Aya's breath caught in her throat as the figure came closer, revealing itself to her guard. It was Zabon, the red dragon-like general of Mithras' army. He held a satisfied look on his face as he stopped in front of the Hell Beast, planting his club into the ground. "Has anyone come by here, Viper?"

The Hell Beast, Viper, shook its head as it replied in a, surprisingly, feminine tone. "No, my lord Zabon. Ever since Cheetah brought the human wench here, none have passed by, except for yourself." She turned her spear around and planted it in the ground. The grass around it immediately withered, leaving a grey, dead spot in the earth. She walked over to Zabon and placed her hand on his shoulder, standing startlingly close to the creature. "Perhaps we can discuss my… reward, for keeping such efficient watch over this area?" she chuckled. Her snake hand curled itself around her waist as she spoke, staring up at the general.

Zabon grunted and grabbed the Hell Beast's wrist, twisting it painfully as he took it off of his shoulder. "Know your place in the world, Viper." he hissed as he shoved her back. "You act as if a warrior of my caliber would dare associate themself with such low vermin as you. Hmph." He looked past Viper, who was looking at him with dark green eyes in a mix of fear and desire, towards the makeshift prison and snarled. "And it doesn't seem as if you've been doing a very satisfactory job of watching the prisoner. Have you noticed that she is awake _and _free from her bonds?"

Viper stared at Aya, fury seeping from her gaze, before turning back to Zabon. "Please, my lord, forgive me. However, you shouldn't worry yourself over such a trivial matter. She cannot escape her prison and even if she did, where would she go?" She slowly walked over to the door and looked Aya in the eyes, licking her purple lips with her forked tongue. "And if she did try and escape, I'm sure she would make a delicious morsel, even if she is as skinny as a stick."

Zabon grunted in disinterest as he lifted his club onto his shoulder. "I don't care. Cheetah was destroyed by the Kamen Rider yesterday. I'm not surprised; that fool was too arrogant for his own good. I should have known better than to trust him with the Rider's destruction." He shook his head in disappointment, though whether it was that Cheetah was destroyed or that he thought Cheetah could actually defeat Lee was hard to tell. "Still, my plan to defeat the Rider still stands. I'll lure him to a location of my choosing and force him to surrender with her as my hostage. I've seen the two of them together; they must have some relationship with each other. Even Cheetah noted how upset the Rider was after he kidnapped her." His own forked tongue ran across his jaws as he thought. "The last thing he'll see before his death will be me crushing her head beneath my foot!"

Aya stepped back as the two of them laughed at the prospect of killing Lee. She balled her fists up as tears began to well up in her eyes. "Please, Lee," she whispered, "be careful."

* * *

Hidden under a clump of bushes nearby, the white wolf let out a faint growl as it heard Zabon's plan to kill Lee. Its tail twitched furiously as every fiber of its being told it to rush at them and attack, to use its teeth and claws to tear them apart. Instead, it waited, biding its time for the girl to make her move. The wolf knew that the girl, Aya, could escape if she tried.

"I know she can…" it whispered to itself. "I chose her for a reason, didn't I?"

* * *

The Lightning Beast, as Lee had come to calling his new motorcycle, screeched to a stop, smoke rising from its tracks. Removing his helmet, he stepped off the bike and scanned the horizon, worry creasing his face. "Where could she be…" he whispered to himself. He cupped his hands together and shouted Aya's name, hoping to hear something in reply. This was the fifth place he had searched in the past three hours and despair was starting to creep into his heart as the possibility of him never finding her ran across his mind.

"Cheetah, that bastard…" Leo muttered, running up beside him. There was a brief flash of light as he returned to his human form, the corners of his mouth turned down in a frown. "He shouldn't have been able to make more than a few miles out of the city before he would have to rest. She should be somewhere around here…" Leo had spent the past day following Cheetah's scent. He'd managed to find where the Hell Beast had left the city and he knew the general direction of where he had been going, but the scent had faded as he'd gone farther out of the city. "Wherever he took her, he didn't stay there long…"

"She could be anywhere!" Lee nearly yelled, throwing his helmet on the ground in frustration. "He probably took her into the forests! There are so many places to look there, it could be weeks before we found her, and by then…" he left the thought unfinished, the idea to painful to what to comprehend. "It's my entire fault. If I hadn't let my guard down, Cheetah wouldn't have been able to sneak up on us like he did."

"Like hell it is!" Leo growled, lightly punching Lee in the shoulder. "If anyone's to blame, it should be me for not being able to tell we were being followed. But neither of us is to blame, dammit!" He turned away, a fierce determination in his eyes. "This is a war that has been fought for a long time, Lee. We lose people in war. That's the way these things happen. If anyone should know that, it should be me! For as many people as I've lost, I should have learned to never let my guard down!" An old memory flashed through his mind, of a woman with black hair in a red dress lying on the ground, unmoving. A large warrior in green armor slumped against a tree, clutching his side as blood pooled around him. Two other figures lay on the ground near him, their features obscured by thick smoke.

Lee looked at his friend in confusion. "What do you mean, this war? How long has Mithras been around?" It was a thought that had crossed his mind on occasion; he knew that Leo knew who Mithras was, but he wasn't sure just how long they'd been fighting.

"Longer than I have been. And he's just as ambitious now as he was then." Leo turned to Lee, a slight sadness overtaking his gaze. "A group of warriors, myself and four of my closest allies, fought against Mithras more than 500 years ago. It was meant to be our last stand against him and it was. The battle was fierce and… I was the only one who survived. Mithras' body was sealed in a coffin and bound by the magic of powerful shamans. After the battle, I chose to spend my life wandering, even though I knew that my life energy would run out without a host. It didn't matter to me: the war was over and I'd lost so many dear friends, I wanted to die. I was more than ready to join them. And yet, now I'm standing here, fighting him again 500 years later."

"Who freed him? How is he walking around today and what does he want?"

"I wish I knew the answers to those questions. The only thing I'm sure of is that he wants power and the Awakening is his method to obtaining it. As to what he'll use the power for, I only could only imagine…" Clenching his fists, the same fierce determination returned to his eyes. "Lee, I promise you, I will find Aya. I won't let you lose a friend because I was too weak to protect them!" With a roar, he took off, changing into a lion and charging into the forests, leaving Lee alone and feeling sympathy for the spirit.

* * *

Viper turned her head to the prison door as another moan of pain came from the prisoner within. Stomping her foot in annoyance, she finally walked over to the door to see what was wrong with the prisoner. "What is making you cause so much noise? Can't you be a decent hostage and stay quiet until we need you to be loud!?"

Aya faintly looked up at her captor, a weary look in her eyes. "W-water…" she croaked, her voice faint and like a whisper. "I need water…"

"And just what do you expect me to do, fetch you some?" Viper hissed. "You'll be fine without it. Besides, in a few hours, you'll be dead anyway." She started to turn and walk away before Aya spoke up.

"But what if I'm dead before Zabon kills me?" she said, a faint smile creeping to her lips. "Doesn't he need me to bait Lee? If I'm dead, he can't use me as leverage. How do you think your beloved Zabon will react to that?" She had to resist laughing as she saw Viper visibly stumble, as if the realization had truly hit her.

"J-just wait right here!" Viper stuttered as she ran off. "I'll be back with some water for you. Just don't die!"

Waiting until she had fully disappeared into the mist, Aya let out a cackle from her victory. "I can't believe she was dumb enough to fall for that." she giggled. Turning serious for a moment, she picked up a suitably large rock she had found and smashed it against the door. The wood splintered as it hit and as she brought down the rock again, it broke apart, making a hole big enough for her to fit through. "Alright, now I just have to—" She was interrupted by a sudden howl, sending chills down her spine.

The white wolf ran up to her, an almost joyous expression on its face. She stumbled back, cutting her arm on a rock as she fell. As the wolf slowly approached, she scrambled backwards, letting out a small cry of fear. "Get away from me!" she shouted, fear overtaking her common sense as she threw a small stone at it, missing completely. Almost as if it were purposely trying to defy her, the wolf sat down in front of her and simply stared at her, as if it were waiting on her to do something.

Aya closed her eyes as the memory flooded back, hitting her like a tidal wave. She had been eight when it had happened. Her parents had taken her to see her aunt who lived out in the countryside. While she had been playing outside, a sudden snarl had caught her attention. A wolf, owned by someone who lived outside of the town and cared for them, had gotten loose and had cornered her. She had screamed as it ran towards her, fear weighing down her legs. She could still feel the pain as it had clamped down on her arm. She had forgotten how many stitches she had gotten from the bite the animal had left. It had been shot by her father not long after it had attacked her, though she still had nightmares for months after it had happened. And now, here she was confronted with another beast, waiting for it to attack.

Her eyes snapped open as she felt a rough, wet tongue lick her arm where she had cut it. The wolf stood next to her, vigorously licking the injury. She pulled back, afraid it had gotten the taste for her blood and was about to attack her, when she noticed something; the cut had stopped bleeding. Even as she watched, it slowly healed, the skin stitching itself together as if it had never been damaged. She stared at the wolf in amazement as it happily wagged its tail. "Thank you." she said, smiling.

"What the hell!" Viper yelled in fury as she stepped out of the forest, making Aya look up. "I can't believe you tricked me! Oh, you're going to pay for that." Dropping the small bowl of water she had, she lifted up her spear and pointed it at Aya. "We might need you alive, but I don't see why your face needs to be intact for us to use you as a hostage!"

With a snarl, the wolf launched itself at Viper, clamping its jaw down around her snake arm. She screamed in pain and surprise, vigorously attempting to shake it off. The wolf released its jaws and jumped back, a low growl coming from its throat as it circled Viper. It gave Aya a quick look, silently telling her to run while she could. She hesitated for a moment before taking her chance, offering up a silent prayer for the wolf to be safe.

* * *

_I have to find her. I have to save her!_ Leo's mind ran through a loop of the same thoughts as he crashed through the dense forest. "I won't let her fate be the same!" he yelled as the same image appeared in his mind. He stopped his mad dash through the forest as his ears caught a faint scream. He stood up, turning back into a human, and looked around, trying to locate where it came from. _Was that Aya?_ A sudden explosion beneath his feet interrupted his thoughts and sent him flying back, crashing into a tree trunk.

"Well, well, if it isn't the Guardian Beast." Zabon chuckled, pointing his club at the fallen Leo. "Today must be my lucky day; I get to kill the Rider's pet before I get to kill him!" He charged at Leo, his club raised and readied to deliver a crushing blow, before being hit from the side by a motorcycle.

"Leo!" Lee cried out, running over to his fallen friend. He lifted the spirit to his feet, trying not to hurt him. "Are you okay?"

"Yeah, I'll live." he said through gritted teeth. "I'm surprised you managed to get here on the bike."

Lee laughed slightly. "It wasn't exactly easy. Just be glad I was here to save your hide." Catching Leo's eye, they both nodded as Leo disappeared in a flash of light. Lee looked up and stared at Zabon, who chuckled darkly as he readied himself for battle. He raised his right hand into the air and brought it down, screaming, "Henshin!" as he opened the mouth of the lion. A wall of light slowly covered his body, transforming him into RaiLeon.

"Finally, it's payback time!" Zabon roared, raising his club and charging at the Rider. Lee dodged under the general's swings, feeling the force of the air as each swipe went overhead. Seeing an opportunity, he punched the monster in the chestplate, hoping to crack it like last time. Instead, it felt like he'd just hit a solid wall, his fist bouncing off of the armor. "Hah, that won't work twice. I've made my armor stronger than it was. I dare you to try and break it now!" Zabon said as he let out a stream of fire.

Lee rolled out of the way, avoiding the searing flames. _"Lee!" _Leo's voice echoed inside his head. _"Even if his armor is stronger, we still might be able to break it. Do you have the Mole Beast Core?"_

Lee reached to his left side and opened the small compartment on his belt that contained the cores. He pulled out the one the Mole had dropped. "Yeah, why?"

"_We can utilize his power! Place it inside the mouth of the lion and close it. That should allow me to channel his power and give us a chance to defeat Zabon!"_

Lee nodded, placing the core into the lion's mouth. It fit easily into place, setting inside a small groove in the mouth. He closed it, causing a flash of light to come from the lion's eyes. "Mole Core, in!" a voice rang out. "Drill Arm, on!"

Lee watched in surprise as two sharp sets of claws clamped around his left arm, fusing into a spiraling drill. "Well, this is different…" he muttered, waving the drill arm around. It was unsurprisingly heavy and he was somewhat concerned for his real arm. "But, if it works…"

"Enough talk, dammit!" Zabon growled, charging towards Lee. Lee swung out with his left arm, driving the drill across his chestplate. There was a loud screech as it struck, knocking Zabon back. He looked down in surprise as a stream of smoke rose from his damaged armor, a line carved into it from where he'd been hit. "Again?! How is that possible!" he roared, letting out a massive blast of fire in anger, the heat forcing Lee to turn away. Using the fire as a distraction, he took off into the forest.

"That's not happening!" Lee growled, taking off after him as the drill faded from his arm.

* * *

Aya stumbled through the trees, trying to keep her balance as she ran. If she fell, she wouldn't be surprised to see Viper standing over her with her spear. After what seemed like an eternity, she finally saw a break in the trees and picked up her speed. As she exited the forest, she found herself in a large stone quarry, where work was being done. A small group of workers looked up in surprise as she broke from the trees.

Before she could speak, a stream of dark liquid hit one of the machines, causing it to explode. The workers all ran off as Viper walked out of the forest, her spear leveled at Aya. "You little bitch! You've made a mockery of me! I don't care what Lord Zabon has planned for you, because you die here and now!" Her spear fired out a stream of dark liquid, spiraling towards Aya as a white blur leapt from behind her.

The wolf howled in pain as the liquid struck it, knocking it down to the ground. "Mettlesome mutt!" Viper growled as she stomped her foot in frustration. "I thought I'd gotten rid of you!" She slowed her breathing as she began to regain her composure. "No matter; nothing can survive the poison from my spear." She laughed maliciously as the wolf twitched in agony on the ground, letting out whimpers and howls of pain.

Aya ran over to her protector and scooped it into her arms, running at full speed away from Viper, who merely continued to laugh as she slowly stalked towards them, her spear readied. A sudden blast of fire interrupted her, as Zabon charged out of the trees, with the Kamen Rider close behind him.

"Aya!" Lee called out, a wave of relief washing over him as he saw her, though he quickly realized how much danger they were in as Viper ran at him, stabbing at him with her spear. At the same time, Zabon rushed in, swinging his club in wide arcs. He felt a sharp pain in his side as the butt of the spear made contact, stunning him long enough for Zabon to smash his club into his chest, knocking him to the ground. Viper slowly walked over to him and bent down. Her snake arm teasingly crept up to his side and clamped its fangs into his arm, causing him to scream in agony.

* * *

Aya cried as she hid behind a small building, unsure of what to do or what she could do. She'd placed the wolf on the ground and was kneeling over it, trying to figure out a way to save it. "You've done so much to save me and I can't even do anything for you! Or him! I knew it… I knew this would happen!" she cried. As she heard Lee's cries of pain, she doubled over, bringing her face into her hands. "I'm completely useless! If only I could fight… I need to help them!"

"Then stand and fight." a voice echoed out. Opening her eyes, she found herself in a large cavern, with a ring of fire circling the edges. Standing in the center of the cavern, with its head held high, was the wolf. "Aya Mizuki, I am glad to finally be able to talk to you. I have been watching over you since you have been a child. Do you not remember me?"

A sudden image flashed into Aya's mind at the words. It was of the day the wolf had attacked her, though she was seeing it through another pair of eyes. It was the white wolf as it came to her rescue, tackling the other wolf in a desperate attempt to save her. Another flash showed the wolf walking behind her as she would walk to school, hiding in the shadows as it followed her.

"Aya, you now have a chance to fulfill your wish, as well as mine." The wolf said, walking towards her. "I can grant you my power, should you wish it. Your friend, Lee, and my fellow spirit are in danger. Together, we can help our friends and stop Mithras."

Aya felt tears rolling down her cheeks as she stood up and nodded. The wolf sat down and let out a haunting howl that reverberated throughout the cavern. The fires rose up, turning pure white, though there was no heat to them.

* * *

Lee struggled to get up after being sent flying by another blow from Zabon's club. "Something's wrong, Leo. I think that snake did something to me when she bit me!" he said, breathing heavily. Every single muscle in his body seemed to be growing heavier by the second.

Viper let out a chilling laugh as Lee struggled to stand. "The venom from my arm weakens the muscles of the body, causing you to slowly get weaker as time passes. Even an Imp could destroy you as you are. As it now stands, it would be impossible for you to stop the two of us."

"Then maybe it's time this fight became even!"

Zabon and Viper turned in surprise as Aya strode out from behind the building, the wolf walking in front of her. Lee let out a cry of shock as he saw the look in her eyes; it was the same look she had told him he had when he was about to henshin. A ring of fire slowly enveloped the wolf as it stood up, changing into a human. Standing next to Aya was a young woman in a fiery red kimono, with piercing green eyes.

"Are you ready, Miss Aya?" the woman asked, turning to Aya.

"Let's go, Honokami!"

The woman bowed as she burst into flames. The fires spiraled into the air before descending upon Aya, entering her body. A ring of fire appeared around her waist as a red belt formed. On the front was a side view of a silver wolf's head, its mouth and eye closed. Aya closed her eyes and brought her left arm across her chest.

"Henshin!" she cried.

She swept her arm down in an arc, opening the mouth of the wolf, before holding it out to her side. The wolf let out a piercing howl as its eye opened, revealing it to be a stunningly bright green. The ground around her feet burst into flames which slowly consumed her, turning her entire body into a human inferno. With a snap of her fingers, the flames flew off of her body, revealing the armor beneath it.

She was clad in silver armor, with a howling wolf's head on her chest, a single green eye staring at the enemy. A dark red fabric covered her body where the armor didn't and silver skirt of armor hung down to her knees. A series of bright red lines ran across the armor, making it seem like fire flowed through it. Two bright green eyes emerged from her wolf-like helmet.

"Kamen Rider Wolflame! Hear me howl!"

Zabon was incensed at the appearance of the new Rider. "Now there's two of them!" He slammed his club into the ground, opening a massive crack. Slowly, Imps began to crawl up from it. "Kill her! Kill her now!" he roared, pointing his club at the Imps.

Lee stood in amazement at seeing his friend turn into a Rider herself. _"Lee, we should fight too! Use the Moth Core!" _Nodding, Lee placed the Core into the mouth of the lion and closed it. "Moth Core, in! Healing Grace, on!" a voice shouted. A golden powder fell from the sky around him. Almost instantaneously, Lee could feel his strength return. He opened the lion's mouth and took out the Core, realizing it had been drained. "Thank you, little Moth. Now to help out Aya!" he said, raising his hand to the sky to bring down the Lightning Cutter.

Aya, however, was doing an excellent job handling the Imps by herself. She delivered a series of punches to one before kicking it back into its fellow Imps. A pair of them grabbed her by her arms, only for her to roll forwards, throwing them off. She stuck her hand off to her side as a ball of fire enveloped her hand. Pulling it out, she now held a gleaming silver crossbow, the front resembling a wolf with its mouth open. She pointed it at the Imps and pulled the trigger, sending bolts of fire towards them. A small group of them exploded into smoke as the rest charged, their weapons raised in anger.

"Time to stop playing around!" she yelled. She held the crossbow to the wolf's head, charging it with her power. She leapt into the air, sailing over the heads of the Imps. "Flame Spread!" she yelled as she reached the top of her arc, she pulled the trigger, sending a spiraling torrent of flaming bolts down onto the Imps. As she landed, they all fell to the ground and exploded into black smoke.

Zabon screamed in rage as he charged towards Aya, only for Lee to block his path, slashing him across the midsection with his blade. The general stumbled back before releasing a series of flaming spheres towards Lee. Lee batted them all away with his sword, charging at the general before swinging his sword down, hitting the general's chestplate.

"Hah, I told you that it wouldn't work!"

Lee jumped back and took out the Mole Core. He could still feel energy coursing through the small jewel. "Maybe that didn't, but this will!" He placed the Core into the mouth of the lion on the swords hilt. The lion's eyes lit up as energy began to surge through the blade. Lee charged again, swinging the Lightning Cutter as a silver aura began spiraling around the blade. "Breaker Slash!" he yelled as it hit Zabon's chestplate again, only this time it cut clean through.

The general stumbled back in fear as his armor was split in half. He stared at the Rider, fury seeping from his very core. "I swear that I'll have your head, Kamen Rider! I will burn everything you hold dear to the ground!" he roared as he plunged his club into the ground, disappearing into a pillar of flame.

"Lord Zabon!" Viper cried out in indignation as she watched her lord leave her behind, only to cry out in pain as three bolts from Aya's crossbow struck her in the back. Fear was the only thing she felt as she saw the girl slowly walk towards her. "Wait, I'm sorry! I had to do this!"

Aya shook her head as she dropped her crossbow. "No, you don't get to apologize." She closed the wolf's mouth and opened it again, causing it to let out a howl as a voice cried, "Flame Charge!" She took a running start as a flaming aura surrounded her, taking the shape of a wolf. Leaping into the air, she flipped forwards and stuck out her foot as she came down. As her kick connected, the flaming head of a wolf bit down on Viper, causing her to burst into flames.

Viper fell to her knees, screaming in pain. "Lord Zabon!" she cried as she exploded into a cloud of black smoke. Aya stood and snapped the fingers on her left hand.

"My fire will burn away the darkness!"

As her armor dissipated into fire, she let out a squeal of surprise as Lee ran up to her and wrapped his arms around her. "I can't believe it! You're a Rider now!" He let go, though he kept his hands on her shoulders. "I'm glad that you're okay. You had us all worried."

Aya smiled as she looked up at Lee. "Thanks for being there for me, Lee." As Leo walked over to them, she saw a something on his face that she'd rarely seen: pure shock. A sudden understanding came over her as she saw Honokami walking towards him, a joyful smile on her face.

"I can't believe it…" Leo whispered as they stood face-to-face. "You're alive?" His eyes began to water as he fell to his knees. "You're actually alive!"

In response, Honokami kneeled down and wrapped her arms around his neck. "Yes, I am. I'm sorry that I never sought you out, but I had to watch over Aya. I can't tell you how good it feels to see one of my friends again, Leo."

"I can't tell you how wonderful it feels, either." Leo whispered as he stood up, helped by Honokami. Seeing the expressions on Lee and Aya's faces, Leo explained. "She is the Spirit of Fire, one of the warriors who fought with me against Mithras over 500 years ago. I thought she had died in the battle."

"Fortunately, and through some miracle, I did not. I awoke some time later, alone, and began to wander. For years I hid in my animal form, searching for any of the others who may have survived, until Miss Aya was born. The moment she was, I felt a connection to her and sought her out, protecting her in secret to this day." She smiled at Aya, who blushed slightly.

"Well, this is great!" Lee said, stretching his arms wide. "Leo, you realize what this means, right? If she's alive, the rest of your friends might be alive also!" A large grin came over the spirit's face as he realized the truth in Lee's words. Turning to Aya, he smiled. "And now, we have one more person to help fight against Mithras."

* * *

Mithras chuckled darkly from the Imp's report. "So, another of the Guardian Beasts has risen and a new Kamen Rider is born… How very exciting." He stood from his throne and reached forward, creating a vortex of red and black energy. He pulled his arm out, bringing out his sword; a massive red blade that was nearly as tall as he was. He planted it on the ground in front of him and rested his hands on the pommel. "Perhaps I shall introduce myself to these warriors."

* * *

**Next Time on Kamen Rider RaiLeon**

**Now that Aya and Honokami have become Kamen Rider Wolflame, the army of Mithras has twice as much trouble on its hands. However, after the Elephant Hell Beast returns, even stronger and more powerful than before, will an unknown power be the key to victory?**

_*A little bit of a side-note here: Honokami's name is a combination of two words: Hono, which is Japanese for Flame, and Okami, which is Japanese for wolf. I looked up what 'Flame Wolf' would translate into and got Enro, which didn't sound as good and I think it actually mean something different. Just thought I'd clear that up._

_By the way, if someone could tell me what Enro means, I'd appreciate it._


	5. Chapter 5

**Kamen Rider RaiLeon**

**Episode 5: Dark Designs**

"Lightning Shoot!"

"Flame Spread!"

The two attacks impacted against the body of the Elephant Hell Beast, who merely shrugged them off as it charged the two Riders again. They both rolled out of the way and shared a glance. Even beneath their helmets, they both knew what the other was thinking: What will it take to bring this thing down?

It had been a while since the two of them had arrived at Morikawa Labs, after following the stream of police cars that had sped through the city. It had surprised both of them to see the Elephant Hell Beast attacking again, apparently bent on stealing something else. By the time they had reached the Labs, the monster had annihilated the police force, leaving it up to them.

"_Lee, try using the Mole Core with the Lightning Cutter!" _Leo's voice echoed inside of Lee's head. "Got it!" Lee replied, taking the Core from the side container on his belt and placing it in the mouth of the lion that made the sword's hilt. At the same time, he saw Aya loading a yellow and brown Core into her weapon, the Fire Arrow. She aimed at the Hell Beast and pulled the trigger, firing a rapid stream of arrows directly at it. At the same time, Lee ran forwards and slashed downwards with the Lightning Cutter, the power of the Mole Core backing his swing.

There was no effect. His sword struck the Beast's skin and stopped moving, unable to cut through it. Aya's fire darts hit, only to dissipate on contact. With a noise almost like a laugh, the Elephant wrapped its whip-arm around Lee's leg and lifted him into the air, swinging him around before releasing him. Lee flew through the air and hit the side of the building hard, knocking the air from his lungs.

"Lee!" Aya cried out, turning on the Hell Beast. She flicked the mouth of the wolf on her belt closed and opened it again, activating her Flame Charge. She charged towards it and leapt into the air, flipping forwards mid-air before aiming a fiery kick directly at the monster. Before she could even land the kick, the whip arm shot out, striking her across her chest and sending her to the ground.

"How beautiful! Even two Kamen Riders can't defeat my Elephant Hell Beast!" Malrok said, appearing on top of the building from a dark void. "I should advise you to stop; his skin is nigh impenetrable and his strength is unmatched. Give up before he destroys both of you. Now, for my prize…" With a snap of his fingers, a void opened beneath the container that the Hell Beast had stolen. It slowly sunk into the darkness, disappearing as if it never existed. "Now, Elephant Hell Beast, do as you wish!" Waving his hand, he vanished into a dark void.

Letting out a bellow, the monster charged Lee, attempting to gore him on one of its shoulder spikes. Lee swung out with his Lightning Cutter, slicing off the bony spikes of its right shoulder. He let out a cry of satisfaction, only to look on in surprise as it slowly regrew. "Try this, then!" he yelled, pulling out the Viper Core. He removed the Mole's Core from the Lightning Cutter, replacing it with the Viper. _Maybe the poison from Viper will do the job!_

Something very surprising happened the moment it was inserted. Instead of charging it with power, his sword began to change its shape. Within seconds, he was no longer holding his Lightning Cutter, but instead he held a dark purple spear, the tip molded like a snake's head.

"How did you do that?" Aya asked in wonder. She stood up and brought up her crossbow, aiming it at the Hell Beast.

"I have no idea, but let's test this thing out!" Lee cried, bringing the spear-tip down. Slowly, he began to circle the Elephant Hell Beast, jumping to the side to avoid the whip-arm's multiple strikes. With a ferocious roar, he jumped forward and struck the Hell Beast in the side. The monster let out a satisfying howl of pain as the spear sunk into its side. As Lee tore the spear free, Aya let out a storm of flaming arrows, striking the beast in the face. It let out a cry of fury as it stumbled back, covering its eyes. "You blinded it!" Lee cried, running over to Aya, who simply nodded.

"Honokami told me when to strike and where to aim it." She tapped the side of her helmet. "She's amazing at providing support in battle. Is this how it is for you and Leo?"

Lee nodded. He had to admit, having a second person in his head was confusing at times, but it let him focus on the fighting while Leo did the planning. "Oh, by the way Leo, do you have any idea what happened to the Lightning Cutter?" he asked, holding up his spear. _"I'm not quite sure. Wandering the country for five centuries really messes with your head. My guess would be that the Core is compatible with me, if that makes any sense. Maybe some of the Beast Cores have special properties that can only be unlocked through being used with certain people?"_ "Well, let's see just what else this thing can do!" Lee cried, pulling out the Mole Core, which thankfully had enough energy in it for another attack. He grabbed the head of the snake and pulled down on it, opening it up and revealing a slot for a Core to be placed. He placed the Core into the slot and closed the snake's head, making its eyes glow with amber light. "Aya, keep him steady!"

With a nod, Aya began firing her crossbow, all of her arrows striking the wound that Lee's spear had made. At the same time, Lee closed the lion's mouth and opened it, moving the snake-spear by it. "Lightning Charge! Venom Spear!" a voice called out from the belt. Lee crouched to the ground as a violet aura closed around him, taking the form of a coiled snake. With a roar, he jumped high into the air and threw the spear, impaling it through the Elephant Hell Beast's body. The snake aura appeared around the spear and clamped its fangs down on it, making it roar in pain as it watched Lee fall from the sky, his kick aimed directly at the spear as a golden lion-shaped aura surrounded him. There was a massive explosion as Lee's kick drove the spear through, the two aura's attacking the Hell Beast simultaneously.

Lee turned around, expecting the Elephant Hell Beast to be destroyed after the attack. Absolute shock took over him as he saw it stumble forward, still alive, though clearly in pain, a large hole having formed in its chest. With a roar of pure fury, it wrapped its arm around one of the police cars and threw it at Lee. He dodged as the car soared over head and exploded. When he looked up, he smacked the ground with his fist as he saw the Beast had vanished.

"Well, that was disappointing." Aya said, running over to Lee and helping him up. "I really thought you'd had it there. I don't see how it could have survived taking that much damage."

"What's going on out here?" a familiar voice rang out as someone exited the Lab. Lee flinched as he saw his Uncle Daisuke walking towards them wearing a lab coat, a surprised look on his face. "Are you the two who chased off that monster? I appreciate your assistance but I need to know something: did you get back the container?"

Lee shook his head. "I'm sorry, but it was stolen by the enemy. What's worse, the monster managed to survive, even after all what we threw at it."

Daisuke had an exasperated look on his face as he ran his hands through his hair. "This is bad. This is really, truly bad." He whirled on the two of them, fear in his eyes. "The two of you are the Kamen Riders that have been on the news, right? Both of you have heard of the robbery earlier, correct? Where that beast attacked an armored truck? That truck was carrying one piece of a dangerous compound. The second piece was just stolen by that monster."

"What happens if it gets the third piece?" Aya asked.

"The compound that my company has been developing a is special compound that we could use to decrease the fear a person feels. Just imagine what it could be used for in terms of medicine! Anxieties and insecurities could be a thing of the past!" A grim look settled over his face as he turned away from the two of them. "Unfortunately, the compound can be altered, and quite easily, I'm afraid. If it is altered, the compound will no longer reduce the fear a person feels. Instead," he turned to the two of them, a fearful look in his eyes, "it will create insanity in people through fear."

* * *

Malrok smiled as he looked at the two canisters that were sitting before him. He knew exactly what it was that he had and he planned on using it. "There's only one slight issue…" he muttered to himself. After the Elephant Hell Beast's attack, he knew that the third piece to his plan would be well hidden. Regarding the Elephant Beast himself, the damage it had sustained in its battle was tremendous. "However, I am nothing if not resourceful."

Snapping his fingers, he had a group of Imps bring in the Hell Beast, who was placed on a stone table in the center of the room. The creature had been horribly injured, to the point where it barely was able to stand. Opening his tome, Malrok placed his left hand on the head of the Hell Beast and began to chant the spell he knew would give his creature more power. A dark circle surrounded them as he chanted, strange symbols moving in the air around them. Suddenly, a loud crack was heard as the Hell Beast was lifted off the table and enveloped by darkness. The cloud that surrounded him slowly settled onto the ground and dissipated, revealing the new-born creature within.

Malrok laughed coldly at the sight of his new pet. "Yes, this shall do quite nicely. Have fun, Kamen Riders." He said as it let out a bellow.

* * *

Leo scratched the back of his head, exasperated from trying to learn the location of where the last piece of the compound was being hidden. _If we don't find it before Mithras does, it could be all over for all of us._ The entire day, he and Honokami had been trying to find where the scientists had hidden it, using their senses in their animal forms. Aya and Lee had left for their homes to rest, though they had to be made to.

"Truly, you must give them credit for being so determined." Honokami said as she sat on the bench next to him, handing him a bottle of water. She'd changed out of the kimono she had worn and now wore a red blouse and a long white skirt. "Despite how tired they were from the fight, they both insisted on coming with us to help search. I knew that Miss Aya was a determined young woman, however, I'm surprised at how equally determined Lee is."

"Hah. You don't really know the half of it. The first time I met him, he attempted to fight off Zabon by himself. I remember thinking that he must be the greatest idiot to ever walk the face of the Earth." Leo chuckled as he thought. "I never intended to form a pact with him, you know. He's not even from this country. The first time I ever encountered him was while he was on a plane. It flew through a storm and somehow… somehow I felt a bond with him."

Honokami nodded in understanding. "I felt the same way with Miss Aya. I hadn't felt like forming a bond with anyone until she was born. Like I told you, I felt as though I was being pushed towards her, that our destinies were bound together. Now look where I am." She smiled as she turned to face Leo. "I've found one of my oldest friends and allies and once again I am able to help stop Mithras."

_That is assuming we manage to stop him from obtaining the last component for this fear compound._ Leo shook his head as he stood up, looking to the sky as if the answer was in the clouds. "We should get going. We still have a lot of ground to cover and we have to find out where it is being hidden."

"I'm afraid that won't be necessary, Guardian Beasts."

They both turned as Malrok stepped out of a dark vortex, his robes blowing in the wind. "For you see, even if you do manage to find the location of it before I do, you shall never be able to defeat my pet." Snapping his fingers, another figure stepped from the vortex. Both Leo and Honokami recoiled in disgust and disdain at the sight of the newly reborn Elephant Hell Beast.

Its whip arm had become larger at the end, with bony spikes protruding from it, turning it into a giant mace. On its chest was the skeletal face of an elephant, with two tusks protruding from its midsection. The spikes on its shoulder had elongated and become serrated, to the point that they looked like they could tear through anything they touched. Its entire body had been covered by a dull white carapace made of bone and a black mist seemed to be coming from the empty eye-sockets of the elephant skull. It looked at them with pure malice from its blood red eyes.

"Meet the new Elephant Graveyard Hell Beast." Malrok chuckled as his monster slowly moved forwards, the people around them running from it in terror. "My magic has doubled its power. Tell me: do you think your Riders can destroy my new pet?" He continued to laugh as the void slowly swallowed him. "Elephant Graveyard, destroy everything in sight! Tear this entire city to the ground to find where the final piece of the compound is being hidden!"

Elephant Graveyard let out a terrifying, guttural roar as it charged at the two of them, swinging its mace arm at them. They both jumped out of the way as the mace crushed the bench they had been sitting on, leaving a crater in the ground from its impact.

Leo let out a growl as he looked up at the Hell Beast. _How dare he… He turned one of my fellow Guardians into this monster!_ "Honokami, run and find Aya and Lee! I'll deal with this demon!" he yelled, a savage look in his eyes. Rather than argue with him, she took off and ran, transforming into her animal form to move faster.

Leo launched himself at the monster, driving his fist into one of the empty eye sockets of the skull on its chest. There was a solid 'thunk' as his fist connected, though the creature seemed to be no worse for the wear. Rather, it let out a dry laugh as it grabbed his arm and twisted it before throwing him across the ground. He barely rolled out of the way in time as it slammed its mace down again, leaving another crater in the ground.

A savage growl tore from Leo's throat as he became a lion, charging at the monstrous creation. He threw his full weight at the beast, tackling it with his shoulder. The monster grunted as it stumbled back. Leo slashed with his claws, sparks flying as they streaked down the bony armor. The Hell Beast let out another laugh as it caught Leo with the back of its hand, sending him skidding across the ground.

_I can't beat him, but I can at least buy time for Honokami to find Aya and Lee._ Leo let out a defiant roar as he stood up, facing the Hell Beast. "Demon, face me! I am the untamed spirit of lightning, Leo!"

It let out laugh at the Guardian Beast's words. Slowly, the lower jaw of the elephant skull began to open, revealing a swirling, black mass. A sphere of black energy shot out, flying towards Leo. He leapt out of the way as it crashed into the ground, sending out a shockwave on impact. When he turned around, he felt his blood run cold to see that nothing was left from where the sphere had struck.

_Please find them quickly, Honokami!_

* * *

Lee had been slightly angry when he'd been awoken late in the evening by the noise of someone pounding on his door, only for understanding to cross his mind as he saw Aya and Honokami standing in the hallway, worry on their faces. Without a second thought, he'd jumped on his motorcycle and raced over to where Honokami had told him Leo had been. As he sped along, he heard Aya's own motorcycle behind him: a silver and red machine that she'd received from her brother on her seventeenth birthday, enhanced by Honokami in the same way Leo had done his. _Not gonna lie, I wish I'd had a brother who would do something like that for me_.

They both came to a screeching halt as they reached the devastated plaza where Leo had fought the Hell Beast. It was a horrifying sight. Large craters littered the ground and the walls of several buildings had caved in. Emergency workers and police crawled over the wreckage, trying to help anyone who may be injured.

"Over… here…" a weak voice called out from an alleyway.

"Leo!" Honokami shouted, running over to his side. The lion of lightning had seen better days. His coat had been torn to shreds from the fighting and several cuts and bruises littered his face. He smiled weakly as he saw Lee, trying to rise to his feet and managing to nearly fall over in the process, only stopping as Honokami grabbed his shoulder.

"Leo, are you alright?" Lee asked as he pulled out the Moth Beast Core and handed it to Leo.

Leo shook his head as he took the Core and curled his hand around it. A faint light shot out from between his fingers as a golden dust began to surround him, restoring him to health. "I've been better. Just don't worry about me; I'll survive this. Worry about what Malrok's cooked up with his magic." Leo went into detail about his fight with the Elephant Graveyard Hell Beast. Everyone was silent as he told them about how much stronger it had gotten, a solemn air hanging over them as they realized what this meant.

Aya was the one to break the silence. "How are we supposed to defeat it now? We barely managed to hurt it last time and now it sounds almost invincible. Does anyone have any ideas?"

"Just one." Lee said, after being deeply engaged in thought. "Remember how the Lightning Cutter reacted after I put in the Viper Core? Leo, you said you thought it might be 'compatible' somehow. I've been wondering what that meant, and while I still don't have a complete answer, I think something might happen if I insert it into my belt."

Honokami chewed her lower lip as she thought about the idea. "It… it sounds like you have the right idea. I… I feel like I remember something about Viper being a spirit of the water."

Leo nodded as Honokami finished. "I feel the same. At the very least, it's clear that the Viper Core and I share some relationship, even if I'm not sure as to what it could be."

"How could you not be sure?" Aya asked, her eyes wide in surprise. "I thought you two were Guardian Beasts?"

"We are!" Leo growled, flinching slightly at an injury that hadn't completely healed. "But tell me: after fighting for countless years and then wandering the land for another five hundred years, do you expect that you'd be able to recall everything you've ever learned?" He sighed as Aya lowered her head as she realizing how his words rang true. "I don't mean to be angry. It's just that even though we're spirits, we still have faults, such as issues with memory, just like everyone else. We're learning about a lot of this stuff alongside you both."

"Enough." Lee said, clapping his hands together. "It's time to stop feeling sorry for ourselves and apologizing to each other and start figuring out where the Hell Beast went!"

His answer came in the form of a loud explosion north of them. A pillar of smoke rose from behind a cluster of buildings as faint screams could be heard. They all looked at each other, the same glint of determination in their eyes as they set off for where the Hell Beast was attacking.

* * *

The four of them arrived at a scene of pure chaos. Imps were running through the street, attacking everyone they came across. Cars had been overturned and several were on fire. The police struggled to hold off the flow of monsters as they also attempted to evacuate the civilians who had been caught in the commotion. Standing in the center of the madness stood the Elephant Graveyard, laughing and firing spheres of darkness from his chest at anything that moved.

"Leo!"

"Honokami"!

Lee and Aya stood next to each other as the belts wrapped around their waists. Lee raised his right hand to the sky as Aya brought her left hand across her chest.

"Henshin!" they cried as they ran forwards, into the madness.

"Aya, you take care of the Imps. Leo and I'll handle the Hell Beast." Lee called over the din of screams coming from the innocent people. Aya nodded in confirmation as she ran towards where a group of Imps were attacking people, firing her Fire Arrow as she ran.

Lee clashed his fists together, summoning the Lion Claws. He ran forwards, cutting down stray Imps as they ran towards him. The Hell Beast turned as he slashed with the claws, a shower of sparks shooting from the skull on its chest as they struck. With a grunt, the monster lashed out with its fist, catching Lee in the stomach and knocking him back. As it brought its mace down towards him, Lee put up his claws in a defensive stance, only for them to shatter from the force of the impact and knock him back onto the ground.

"Damn!" he swore as he stumbled to his feet. "Leo, you weren't kidding when you said it had gotten stronger. I don't even think the Lightning Cutter would scratch him." Reaching to his side, he removed the Viper Core as the Hell Beast slowly advanced on him. "I just hope this thing will make us stronger!" he said as he inserted the Core into the mouth of the lion and closed it.

"Viper Core, in!" a voice yelled.

"Rain Form!" a new voice hissed.

As the mouth of the lion opened, he was surprised to see a golden Core shoot out and fly into the air. A swirling vortex of rain began to fall from the sky, encircling Lee. Every spot the rain hit, his armor changed color, from gold to dark purple. A purple aura in the form of a snake rose up from the ground and wrapped itself around him, resting its head on his right shoulder. As the transformation stopped, a new warrior stood before Elephant Graveyard.

Lee's armor had become sleeker, casting off much of the bulk that his old form had. His chest was made from the coils of a serpent, moving up to the head which rested on his shoulder, two green eyes staring at the enemy. On his arms were a pair of silver gauntlets with violet lines around the edges. The same form of silver armor formed on his shins as well. His helmet had taken on a more serpentine appearance and his eyes had transitioned from deep red to deep green. On his belt, the eyes of the lion had turned deep green as well.

Lee clutched his fists as the power coming from the Viper's Core flowed through his body. "Leo, let's do this!" he said, charging towards the Hell Beast. As he began running, he began to lose his balance as he began to move faster than he was used to. Before he could stop himself, he crashed into the Hell Beast, which roared in fury before blasting him with a sphere of dark energy, sending him flying back.

"What was that?" Lee grunted as he struggled to get up. "I thought the Core was supposed to give me more power! Leo, what's going on?"

"_I'm not Leo…" _a voice hissed inside his head.

Lee stood frozen with shock at the sound of the new voice. Suddenly, his body was wracked with pain, forcing him to his knees. Looking up, he saw the Hell Beast laugh with pleasure as it turned away, preparing to wreak its havoc elsewhere. He could hear Aya's voice as the edges of his vision slowly faded to black.

"Who are you?" he whispered as he collapsed.

* * *

**Next Time on Kamen Rider RaiLeon**

**A new power has made itself manifest before Lee but can he summon the strength he needs to control it? As the Elephant Graveyard Hell Beast wreaks havoc in the world, could the only hope for stopping it lie in the Viper Core and the mysterious new form it granted Lee?**

**Meanwhile, an internal struggle begins to emerge from within the ranks of Mithras' army. With Zabon feeling that the sorcerer Malrok has failed and cost them five Cores, he decides it is his turn to take charge, preparing to unleash a monster of a whole new breed.**

_*So, another chapter done. I hope you've all been enjoying the story so far, because I'm really enjoying writing it. Like I've said before, (and I'm sure you're all getting tired of me saying this), I appreciate every single one of you who have taken the time to read this. So, thank you again. Please leave any thoughts and/or criticisms you have in a review and I hope you have a nice day._


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